Date: 01-08-2019 BSE Limited Limited€¦ · Date: 01-08-2019 To Corporate Relationship Department BSE Limited 1st Floor, Rotunda Building P.J Towers, Dalal Street, Mumbai-400 001

Date: 01-08-2019

To

Corporate Relationship Department BSE Limited 1st Floor, Rotunda Building P.J Towers, Dalal Street,Mumbai-400 001.

Dear Sir,

To

National Stock Exchange of India Limited Exchange Plaza, 511' Floor, Plot No. C/ 1, G Block, Bandra Kurla Complex, Bandra (E) Mumbai- 400 051.

Subject: Notice of Annual General Meeting & Annual Report 2018-19.

Ref: Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

Scrip Code: BSE- 541700/Stock Symbol: NSE-TCNSBRANDS

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations & Disclosure

Requirements) Regulations 2015, enclosed please find herewith Annual Report for the

Financial Year 2018-19.

We also enclose herewith Notice convening 22nd Annual General Meeting of the

members of the Company, scheduled to be held on Monday, August 26, 2019 at 9:00

a.m. at Delhi Karnataka Sangha, Rao Tularam Marg, Sec-12, R.K. Puram, New

Delhi 110022. The Annual Report for the Financial Year 2018-19 is available on the

website of the Company at www.wforwoman.com.

Thanking you,

Yours faithfully, For TCNS CLOT

TCNS Clothing Co. Limited 119 & 127, W-HOUSE, NEELGAGAN TOWER, MANDI ROAD,SULTANPUR, MEHRAULI, NEW DELHJ-110030, INDIA

PH: 011-42193193, Fax: 0ll-42193194, E-mail:[email protected],www.wforwoman.com, www.shopforaurelia.com

REGO. OFFICE: UNIT NO. 112, F/F RECTANGLE 1, D-4, SAKET, DISTRICT CENTRE, NEW DELHI- 110017, !NOIA

C!N-L99999DL1997PLC090978

TC

NS

Cloth

ing C

o. Ltd. | A

nn

ual R

eport 2

018

-19

www.wforwoman.com

Annual Report 2018-19

I

I

ACROSS THE PAGES

CORPORATE OVERVIEW

l11troduction to TCNS Cbainnan's Statement Managing Director's Message Omni Forward People Story Sustainable Fashion Industry Recognition and Awards Board of Directors

STATUTORY REPORTS

Management Discussions and Analysis

Notice

Board's Report

Annexures

FINANCIAL SE CTI ON

Standalone

Please find our ouline versiou at [bttps://wforwoman.com/content/investor-relatiou].

Disclaimer

02-1718-1920-2122-2526-2930-3738-4344-45

47-5455-8889-95

96-157

158-215

·n1is document oonlains statements aboul expected future events nud financials ofTCNS Clothing Co. Limil<.'d, which arc forward•looking.

Dy thdr muurc, for.v:ird•looking suucmcnL� require the Company 10 make :LSsumptions tmd nrc subject to inhercnl risk." and unc,'flnintics:.·nlcrc is signific.ant risk that the assumptions, 1>1·cdictions and other forward-looking smtcrncnts may 11ot prove to be accurate. Rcadc:..-rs arccautioned not 10 J>looc undue reliance on forward-looking statement" as a number or facto1-s could cnusc assumptions, actual future rcsuhsund e,•cn1s to dif

f

er materially froo1 1hosc expressed in the forward.looking SltHe.1nc,us. Accordiogly, this document is subjcc1 tu thedisclaimer and qualified in ilS entirely by the assumptions, <1unlifica1ions and risk factors rcf1..'frcd to in the M:mngcmcnl 's Discussion andAnaJysis of this Arnmal Report

INVESTOR INFORMATION

Market Capitalisation as at March 31, 2019 ClN BSE Code NSESymbol Bloomberg Code AGM Date AGM Venue

5019.60 crores L99999DL l 997PLC090978 541700 TCNSBRANDS TCNSBR:IN 26 August 2019 Delhi Kamatka Sangha Auditorium, Rao Tularam Marg, Sector 12, R.K Purarn, New Delhi - 110022

TCNS Clothing Co. Ltd.2

ANNUAL REPORT - 2018-19 3

Corporate Overview - 1-45 Statutory Reports - 47-157 Financial Section - 158-215







































































































AnnuAl RepoRt - 2018-19 55



Notice of the 22nd Annual General Meeting

Notice is hereby given that the 22nd (Twenty Second) Annual General Meeting (“AGM”) of the Members of TCNS Clothing Co. Limited will be held on Monday the 26th day of August 2019 at 09:00 a.m. at Delhi Karnataka Sangha Auditorium, Rao Tularam Marg, Sec-12, R.K. Puram New Delhi-110022 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the AuditedFinancial Statements of the Company for thefinancial year ended March 31, 2019, togetherwith the Reports of the Board of Directors andAuditors thereon.

2. To re-appoint a Director in place of Mr. OnkarSingh Pasricha (DIN: 00032290) who retires byrotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. Approval of Related Party Transactions:

To consider and if thought fit, to pass with orwithoutmodification(s)thefollowingresolutionasan Ordinary Resolution:

“RESOLVED THATpursuanttotheRegulation23ofSecurities and Exchange Board of India (ListingObligations and Disclosure Requirements)Regulations, 2015 (hereinafter referred as SEBI(LODR) Regulations, 2015) (as amended from timeto time) and Section 188 and other applicableprovisions,ifany,oftheCompaniesAct,2013(‘theAct’) and the rules made there under (includingany statutory modification.(s) or re-enactmentsthereofforthetimebeinginforce,approvalofthemembers be and is hereby accorded for enteringinto transactions, contracts or arrangementson such terms and conditions as the Board maythinkproperandbeneficialfortheCompanywithTCNS Limited, in which Directors/promoters ofthe Company are considered to be interested,for the financial year 2019-20 up to ` 75 Crore(RupeesSeventyFiveCroreOnly).”

“RESOLVED FURTHER THAT the Board be andis hereby authorised to negotiate and settle thetermsandconditionsofrelatedpartytransactionsand all other matters incidental thereto and togive such directions as considered necessaryincluding delegating all or any of the powersconferred to any Committee of Directors,ManagingDirector,Director(s)and/oranyofficers

of theCompany,andauthorise themtosignandexecute all agreements, applications, contracts,deeds, and/or documents that may be required, onbehalfoftheCompanyandtheBoardherebyfurther authorised to do all such acts, deeds, mattersandthingsasmaybenecessary,proper,expedient or incidental thereto without beingrequiredtoseekanyfurtherconsentorapprovalthereto, for the purpose of giving effect to thisresolution.”

4. Approval of payment of remuneration to Mr.Saranpreet Pasricha, Head (InternationalBusiness):

To consider and if thought fit, to pass with orwithoutmodification(s)thefollowingresolutionasan Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions ofSection188oftheCompaniesAct,2013(“theAct”)and the Companies (Meetings of Board and itsPowers)Rules,2014andotherapplicablestatutoryprovisions, rules, regulations and guidelines(including any statutory modification(s),amendments or re-enactment thereof for thetime being in force) on the recommendation ofNomination and Remuneration Committee andAudit Committee and approval of the Board, theapprovalofthemembersoftheCompanybeandis hereby accorded for granting remuneration toMr.SaranpreetPasricha,sonofMr.OnkarSinghPasricha (Chairman and Executive Directorof the Company), who is in employment of theCompanyholdingofficeorplaceofprofit,asHead(International Business) of the Company, at aremuneration not exceeding ` 10 Lacs (RupeesTen Lacs only) per month including but notlimitedtoallbasic,additional,fixedandvariableremunerations, bonus, commission, incentives,allowances, benefits, perquisites, amenities andconveniencesetc.,asdetailedintheExplanatoryStatementformingpartofthisnotice.

“ RESOLVED FURTHER THAT the Board be andis hereby authorised to review and determinefrom time to time, change in designation,responsibilities and the term of holding ofthe said office or place of profit/employmentof Mr. Saranpreet Pasricha, including hisremuneration at its discretion, within themaximum remuneration as approved by theMembers and to do all such necessary acts,deeds, matters and things as are required to bedone in this regard.”


Notice (Contd.)

“ RESOLVED FURTHER THAT for the purpose ofgivingeffecttotheforegoingresolution,anyoftheDirectorsorCompanySecretaryoftheCompanybe and are hereby severally authorised to do all such acts, deeds, matters and things, as may be considered necessary, for the said purposeincluding filling of necessary documents/formswith any authority.”

5. Approval for Remuneration of Mr. Anant KumarDaga (DIN: 07604184), Managing Director of theCompany.

To consider and, if thought fit, to pass with orwithout modification(s), the following Resolutionas a Special Resolution:

“RESOLVED THAT pursuant to the provisionsunderSection196,197,198,ScheduleVandotherapplicableprovisions,ifany,oftheCompaniesAct,2013(hereinafterreferredtoas“theAct”)includingany statutory amendments, modifications or re-enactment thereof and subject to such otherrequisite approvals, asmay be required in thisregard, the consent of the members be and isherebyaccordedforthepaymentofremunerationwithin themaximumpermissibleremunerationasspecifiedinSectionIIofPart IIofScheduleVtotheCompaniesAct,2013withoutobtainingtheapprovaloftheCentralGovernmenttoMr.AnantKumarDaga,(DIN:07604184),ManagingDirectorof the Company on such terms and conditionsas recommended by the Nomination andRemuneration Committee and approved by theBoardofDirectorsoftheCompanyandassetoutintheexplanatorystatementformingpartofthisnotice, notwithstanding that the remunerationmay exceed the limits prescribed in theprovisionsofSection197,198andwithinthelimitsprescribedunderScheduleV to theCompaniesAct,2013incaseofnoprofits/inadequateprofits.”

“RESOLVED FURTHER THAT the overall managerial remunerationpayable toMr.AnantKumarDagashall be such amount as may be fixed by theBoard from time to time on recommendation of the Nomination and Remuneration committee, but not exceeding `2.62Crore(excludinganyperquisitevalue arising out of exercise of Employee stockoption which may be exercised during theyear)atanypointoftimeandthatthetermsandconditionsoftheaforesaidremunerationpayableto Mr. Anant Kumar Daga be varied/altered/revised within aforesaid overall limit, as decided

and approved by the Board/Nomination andRemuneration Committee as may be required duringaforesaidperiodof1(One)year.”

“RESOLVED FURTHER THAT the overall managerial remuneration amounting to ` 61.98crores (including arising out of exercise of Employee stock option value of ` 59.57 crores)as already approved by the Board of Directorsandpaidforthefinancialyear2018-19beandisherebyratified.”

“RESOLVED FURTHER THAT notwithstanding anything contained in Section 197, 198 andSchedule V of the Companies Act, 2013 or anyamendment/re-enactments thereof or any revised/new schedule thereof, in the event of absence of profits or inadequate profits inany financial year, the salary, perquisites andstatutory benefits, as set out in the explanatorystatement forming part of this notice be paidas minimum remuneration to Mr. Anant Kumar Daga,ManagingDirectoroftheCompany.”

“ RESOLVED FURTHER THAT Mr. Onkar Singh Pasricha,DirectoroftheCompanyandMr.PiyushAsija,CompanySecretaryoftheCompanybeandare hereby severally authorised to do all such acts, deeds and things, as may be necessary to giveeffecttothisresolution.”

6. Approval for Payment of Commission toIndependent Directors:

To consider and, if thought fit, to pass with orwithout modification(s), the following Resolutionas an Ordinary Resolution:

“RESOLVED THAT in accordance with theprovisionsofSection197,198andotherapplicableprovisions, if any, of the Companies Act, 2013,(the Act) including statutory modification or re-enactments thereof, the Articles of Association oftheCompanyandsubjecttosuchotherapproval(s)asmayberequired,theapprovaloftheMembersbe and is hereby accorded for the payment ofcommission from Financial Year 2019-20 to theIndependentDirectorsoftheCompanyasmaybedecidedbytheBoardfromtimetotime,providedthat the total commission payable collectively tothe Independent Directors per annum for theyear shall not exceed one percent of the netprofitsoftheCompanyforthatyearascomputedinthemannerspecifiedunderSection198oftheAct, with authority to the Board to determine the




Notice (Contd.)

mannerandproportioninwhichtheamountbedistributedamongIndependentDirectors.”

“RESOLVED FURTHER THAT the commission mentioned above shall be in addition to the sitting fees payable to the Director(s) to attendthe meetings of the Board or Committees thereof or for any other purpose whatsoever as maybe decided by the Board of Directors and with reimbursementofexpenses forparticipation inthe Board and other meetings.”

7. Ratification of Pre- IPO TCNS ESOP Scheme 2014-17.

To consider and if thought fit, to pass, with orwithout modification(s), the following resolutionas a Special Resolution:

“RESOLVED THAT pursuant to the provisions ofSection 62 and all other applicable provisions,if any, of the Companies Act 2013 read withrules framed thereunder, the Memorandumof Association and Articles of Association ofthe Company and Securities and ExchangeBoard of India (Share Based Employee Benefits)Regulations, 2014 (the “SBEB Regulations”)including any statutory modification(s) or re-enactment of the Act or the SBEB Regulations,(including any statutory modification(s) or re-enactment(s) thereof, for the time being in force)and in accordance with circulars / guidelinesissued by SEBI and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations,2015 (“Listing Regulations”) and other applicableregulations, rules and circulars /guidelinesin force, and subject to such other approvals,permissionsandsanctionsasmaybenecessaryandsubjecttosuchconditionsandmodificationsasmaybeprescribedorimposedwhilegrantingsuch approvals, permissions and sanctionswhich may be agreed by the Board of Directorsof the Company (hereinafter referred to as the“Board” which term shall be deemed to includeany Committee, including Nomination andRemuneration Committee, which may exerciseits powers, including the powers conferred bythis resolution), “TCNS ESOP Scheme 2014-17”asapprovedbythemembersoftheCompanyinitsExtra-OrdinaryGeneralMeetingdatedFebruary02,2018heldpriortoInitialPublicOffering(IPO)ofSharesoftheCompanywithsuchrelevantdetailsas mentioned in the explanatory statementannexed to this notice of Annual General Meeting,beandisherebyratifiedwithin themeaningof

Regulation 12 of SEBI (SBEB) Regulations, 2014 and theconsentofthemembersoftheCompanybeandisherebyaccordedtocreate,offer,issueandallotatanytimetoorforthebenefitofsuchperson(s)who are in the employment of the Company,including Directors of the Company whetherwhole time or otherwise whether working in or outside India, excluding Independent Directors,theStockOptionsexercisableintoequitysharesalreadyapprovedundertheTCNS ESOP Scheme 2014-17.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to issue Equity shares uponexercise of such option from time to time inaccordance with TCNS ESOP Scheme 2014-17 and such equity shares shall rank pari-passu in allrespectswith the existingEquity Shares of theCompany.”

“RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonusissues, stock split, merger and sale of divisionand others, if any additional stock options areissued by the Board to the option grantees forthe purpose of making a fair and reasonableadjustment to the options granted earlier, thestockoptionsunderTCNS ESOP Scheme 2014-17 shall be deemed to be increased/adjusted to the extentofsuchadditionalstockoptionsissued.”

“RESOLVED FURTHER THAT the Company shallconfirm to the accounting policies prescribedfrom time to time under the SEBI (SBEB) Regulations, 2014 and such other applicablelaws and regulations to the extent relevant and applicabletotheTCNS ESOP Scheme 2014-17.”

“RESOLVED FURTHER THAT the Company hasused the Black-Scholes Model which is one of the commonly used methodologies for valuation of suchoptions.”

“RESOLVED FURTHER THAT for the purposeof giving effect to any creation, offer, issue,allotment or listing of the shares, on behalf of the Company, the Board and/or the Nominationand Remuneration Committee be and is hereby authorised to make any modifications, changes,variations, alterations or revisions in the TCNS ESOP Scheme 2014-17 from time to time or to suspend, withdraw or revive the TCNS ESOP Scheme 2014-17, from time to time, as may be specifiedbyanystatutoryauthorityorotherwise


Notice (Contd.)

and to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit or necessary or desirable for such purposein conformitywith theCompaniesAct, 2013, theMemorandum and Articles of Association of the Company, the SEBI (SBEB) Regulations,2014as amended from time to time and any other applicable laws and with power on behalf oftheCompany, to settle anyquestions,difficultiesor doubts that may arise in this regard without requiring the Board and/or the Nomination and Remuneration Committee to secure any further consent or approval of the members of theCompany.”

8. Ratification of Pre-IPO TCNS ESOP Scheme 2018-23:

To consider and if thought fit, to pass, with orwithout modification(s), the following resolutionas a Special Resolution:

“RESOLVED THAT pursuant to the provisions ofSection 62 and all other applicable provisions,if any, of the Companies Act 2013 read withrules framed thereunder, the Memorandumof Association and Articles of Association ofthe Company and Securities and ExchangeBoard of India (Share Based Employee Benefits)Regulations, 2014 (the “SBEB Regulations”)including any statutory modification(s) or re-enactment of the Act or the SBEB Regulations,(including any statutory modification(s) or re-enactment(s) thereof, for the time being in forceand in accordance with circulars / guidelinesissued by SEBI and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations,2015 (“Listing Regulations”) and other applicableregulations, rules and circulars /guidelines inforce, from time to time and subject to such otherapprovals,permissionsandsanctionsasmaybenecessary and subject to such conditions andmodifications asmaybeprescribed or imposedwhile granting such approvals, permissionsand sanctions which may be agreed to by theBoard of Directors of the Company (hereinafterreferred to as the “Board” which term shall bedeemed to include any Committee, includingNomination and Remuneration Committee, whichmay exercise its powers, including the powersconferred by this resolution), “TCNS ESOP Scheme2018-23” as approved by the members of theCompany in itsExtra-OrdinaryGeneralMeeting

datedFebruary02,2018heldpriortoInitialPublicOffering(IPO)ofSharesoftheCompanywithsuchrelevantdetailsasmentionedintheexplanatorystatement forming part of thisNotice be and isherebyratifiedwithinthemeaningofRegulation12 of SEBI (SBEB) Regulations, 2014 and the approvalofthemembersoftheCompanybeandisherebyaccordedtocreate,offer,issueandallotatanytimetoorforthebenefitofsuchperson(s)who are in the employment of the Company,including Directors of the Company whetherwhole time or otherwise whether working in or outside India, excluding Independent Directors,theStockOptionsexercisableintoequitysharesalreadyapprovedundertheTCNS ESOP Scheme 2018-23.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to issue Equity shares uponexercise of such option from time to time inaccordance with TCNS ESOP Scheme 2018-23 andsuchequitysharesshallrankpari-passuinallrespectswiththeexistingEquitySharesoftheCompany.”

“RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonusissues, stock split, merger and sale of divisionand others, if any additional stock options areissued by the Board to the option grantees forthe purpose of making a fair and reasonableadjustment to the options granted earlier, thestockoptionsunderTCNS ESOP Scheme 2018-23 shall be deemed to be increased/adjusted to the extentofsuchadditionalstockoptionsissued.”

“RESOLVED FURTHER THAT the Company shallconfirm to the accounting policies prescribedfrom time to time under the SEBI (SBEB) Regulations, 2014 and any other applicablelaws and regulations to the extent relevant and applicabletotheTCNSESOPScheme2018-23.”

“RESOLVED FURTHER THAT the Company hasused the Black-Scholes Model which is one of the commonly used methodologies for valuation of suchoptions.”

“RESOLVED FURTHER THAT for the purpose ofgivingeffecttoanycreation,offer,issue,allotmentorlistingoftheshares,onbehalfoftheCompany,theBoard and/or the Nomination and Remuneration Committee be and is hereby authorised to make anymodifications,changes,variations,alterations




or revisions in the TCNS ESOP Scheme 2018-23 from time to time or to suspend, withdrawor revive the TCNS ESOP Scheme 2018-23, from time to time, as may be specified by anystatutory authority or otherwise and to do all such acts, deeds, matters and things as it may in its absolute discretion deemfit or necessaryordesirableforsuchpurposeinconformitywiththeCompaniesAct, 2013, theMemorandumandArticlesofAssociationof theCompany, theSEBI(SBEB) Regulations, 2014 as amended from time to time and any other applicable laws andwithpower on behalf of the Company, to settle anyquestions, difficulties or doubts that may arisein this regard without requiring the Board and/or the Nomination and Remuneration Committee tosecureanyfurtherconsentorapprovalof themembersoftheCompany.”

9. Ratification of resolutions passed by the Companyfor grant of options more than 1% of the issuedcapital to specified employees under TCNS ESOPScheme 2018-23:

To consider and if thought fit, to pass with orwithoutmodification(s),ifany,followingresolutionas Special Resolution:

“RESOLVED THAT pursuant to the provisions ofSection62(1)(b)andallotherapplicableprovisions,ifany,of theCompaniesAct,2013 (‘theAct’), andRules framed there under, the Memorandumand Articles of Association of the Company,Securities and Exchange Board of India (ListingObligations and Disclosure Requirements)Regulations, 2015, Securities and ExchangeBoard of India (Share Based Employee Benefits)Regulations, 2014 (hereinafter referred to as “SEBI(SBEB) Regulations”), issued by the Securitiesand Exchange Board of India (“SEBI”) and suchother applicable laws (including any statutorymodification(s) or re-enactment of the Act orthe Guidelines, for the time being in force) andsubject to such other approvals, permissionsand sanctions as may be necessary from timeto time and subject to such conditions andmodifications asmaybeprescribed or imposedwhilegrantingsuchapprovals,permissionsandsanctions which may be agreed by the Board ofDirectors of the Company (hereinafter referredto as “the Board” which term shall be deemedto include any committees thereof, includingthe Nomination and Remuneration Committee

Notice (Contd.)

(hereinafter referred to as “the Committee”) to exercise its powers, including the powersconferredbythisresolution),asapprovedbythemembers of the Company in its Extra-OrdinaryGeneral Meeting dated February 02, 2018, heldpriortoInitialPublicOffering(IPO)ofSharesoftheCompany,beandisherebyratifiedandconsentofthe Members be and is hereby accorded to create, offer andgrant from time to time, in a financialyear,employeesstockoptions inexcessof 1%ofthe issued, subscribed and paid-up capital ofthe Company (excluding outstanding warrantsandconversions) at the timeofgrant of optionstoemployeesidentifiedbytheBoard/Nominationand Remuneration Committee and that each such optionshallbeexercisableintoonefullypaid-upequityshareintheCompanyoffacevalueof` 2/- (RupeesTwo)eachon the termsandconditionsas may be determined by the Nomination and Remuneration Committee under TCNS ESOP Scheme 2018-23.

“ RESOLVED FURTHER THAT the Directors and CompanySecretaryof theCompanybeandarehereby severally authorised to issue/ providecertified true copies of these resolutions andto do all such acts, deeds or things as may be necessaryforgivingeffecttothisresolution.”

10. Amendment in TCNS ESOP Scheme 2018-23:

To consider and if thought fit, to pass with orwithoutmodification(s),ifany,followingresolutionas Special Resolution:

“RESOLVED THAT pursuant to the provisionsof Section 62(1)(b) and all other applicableprovisions, if any, of the Companies Act 2013read with the Memorandum of AssociationandArticles ofAssociation of theCompany andSecurities and Exchange Board of India (ShareBased Employee Benefits) Regulations, 2014(the “SBEB Regulations”) including any statutorymodification(s)orre-enactmentof theActor theSBEB Regulations, for the time being in force andsubjecttothesuchotherapprovals,permissionsand sanctions as may be necessary and subjectto such conditions andmodifications asmaybeprescribed or imposed while granting suchapprovals, permissions and sanctions whichmay be agreed by the Board of Directors ofthe Company (hereinafter referred to as the“Board” which term shall be deemed to includeNomination and Remuneration Committee,


Notice (Contd.)

which may exercise its powers, including thepowersconferredbythisresolution),theconsentof the members of the Company be and ishereby accorded to amend “TCNS ESOP Scheme 2018-23” within the meaning of Regulation 7 of SEBI (SBEB) Regulations, 2014 and as per thedetails of such amendments mentioned in the explanatorystatementannexedtothisnotice.”

“ RESOLVED FURTHER THAT the Board (including the Nomination and Remuneration committee) be and is hereby authorised to issue Equity sharesuponexerciseofsuchoptionfromtimeto time in accordance with amended TCNS ESOP Scheme 2018-23 and such equity shares shall rankpari-passuinallrespectswiththeexistingEquitySharesoftheCompany.”

“RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonusissues,stocksplit,mergerandsaleofdivisionandothers,ifanyadditionalstockoptionsareissuedbytheBoardtotheoptiongranteesforthepurposeof making a fair and reasonable adjustment to the optionsgrantedearlier, thestockoptionsunderamended TCNS ESOP Scheme 2018-23 shall be deemed to be increased/adjusted to the extent of suchadditionalstockoptionsissued.”

“RESOLVED FURTHER THAT the Company shallconfirm to the accounting policies prescribedfrom time to time under the SEBI (SBEB) Regulations, 2014 and any other applicablelaws and regulations to the extent relevant and applicable to the amended TCNS ESOP Scheme

2018-23.”

“ RESOLVED FURTHER THAT the Company hasused the Black-Scholes Model which is one of the commonly used methodologies for valuation ofsuchoptions”

“ RESOLVED FURTHER THAT for the purposeof giving effect to any creation, offer, issue,allotment or listing of the shares, on behalf of theCompany, theBoardand/or theNominationand Remuneration Committee be and is hereby authorised tomakeanymodifications,changes,variations, alterations or revisions in the amended TCNS ESOP Scheme 2018-23 from time to timeor tosuspend,withdrawor revivethe amended TCNS ESOP Scheme 2018-23, from time to time, as may be specified by anystatutory authority or otherwise and to do all such acts, deeds, matters and things as it may initsabsolutediscretiondeemfitornecessaryordesirableforsuchpurposeinconformitywiththeCompaniesAct,2013,theMemorandumandArticlesofAssociationoftheCompany,theSEBI(SBEB) Regulations, 2014 as amended from time to timeandanyotherapplicable lawsandwithpower on behalf of the Company, to settle anyquestions, difficulties or doubts that may arisein this regard without requiring the Board and/or the Nomination and Remuneration Committee tosecureanyfurtherconsentorapprovalofthemembersoftheCompany.”

On order of the Board of Directors

For TCNS Clothing Co. Limited

Sd/-Piyush Asija

Date:May28,2019 Company Secretary and Compliance OfficerPlace: New Delhi ACS21328




Notes:

1. The explanatory statement pursuant to section102 of the Companies Act, 2013 (“Act”) settingout material facts concerning the business underitem nos. 3 to 10 of the notice, is annexed hereto.the relevant details, pursuant to regulation 36(3)of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations, 2015 (“SEBI Listing Regulations”) andsecretarial standard on general meetings issuedby the Institute of Company Secretaries of India,in respect of Directors seeking appointment/re-appointment at this Annual General Meeting(“AGM”) are also annexed.

A member entitled to attend and vote is entitledto appoint a proxy to attend and vote instead ofhimself and such proxy need not be a member.

2. Pursuant to Section 105 of the Act read with theCompanies (Management and Administration)Rules, 2014, a person shall not act as proxy formore than fifty (50) members and holding inaggregate not more than 10% of the total sharecapital of the Company carrying voting rights. Amember holding more than 10% of the total sharecapital of Company carrying voting rights mayappoint a single person as proxy and such personshall not act as proxy for any other person ormember.

3. Proxy forms in order to be effective must bedeposited at the registered office of the Companynot less than 48 hours before the meeting. Proxiessubmitted on behalf of companies, societies, etc.,must be supported by appropriate resolution/authority letter, as applicable.

4. The Register of Members and Share TransferBooks of the Company will remain closed fromAugust 20, 2019 to August 26, 2019 (both daysinclusive) for the purpose of Annual GeneralMeeting(AGM)oftheCompany.

5. Members who hold shares in dematerialisedform are requested to write their Client ID andDPIDandthosewhoholdsharesinphysicalformare requested to write their folio number in theattendanceslipforattendingtheAGM.

6. TheMembersare informed that incaseof jointholders attending the AGM, only such joint holderwho is higher in the order of names will beentitled to vote.

Notice (Contd.)

7. AsperRegulation40ofSEBIListingRegulations,as amended, securities of listed companies canbe transferred only in dematerialised form witheffectfromApril1,2019,exceptincaseofrequestreceived for transmission or transposition ofsecurities. In view of this and to eliminate all risks associatedwithphysical shares and for ease ofportfoliomanagement,membersholding sharesin physical form are requested to consider andconvert their holdings to dematerialised form.The ISIN of the Company is INE778U01029.MembersmaycontacttheCompanyorRegistrarand Transfer Agent for assistance in this regard.

8. As per the provisions of Section 72 of the Act,the facility for nomination is available for theMembersinrespectofthesharesheldbythem.Members who have not yet registered theirnomination are requested to register the sameby submitting Form No. SH-13. Members arerequested to submit the said form to their DP incase the shares are held in electronic form andtoKarvyincasethesharesareheldinphysicalform.

9. IntermsofSection152oftheAct,Mr.OnkarSinghPasricha,Directorofthecompany(DIN-00032290),retires by rotation at the AGM and being eligible,offerhimselfforre-appointment.TheNominationand Remuneration Committee and the Board ofDirectors of the Company recommends his re-appointment.

10. All documents referred to in the accompanyingNotice and the explanatory statement, are openforinspectionbythemembersattheRegisteredOfficeandthecopiesthereofshallalsobeavailablefor inspection at the Corporate Office of theCompanyonallworkingdaysexceptSaturday(s)andSunday(s)andpublicholidayuptothedateofAGM i.e.MondayAugust 26, 2019 between 11:00AM to 5:00 PM. The same shall also be availableduring the meeting.

11. Statutory registers such as register of Directorsand Key Managerial Personnel and theirshareholding and register of Contracts orArrangements in which Directors are interestedshall be available at the AGM venue during themeeting.

12. To support the ‘Green Initiative’, Members whohave not yet registered their email addressesare requested to register the same with their


Notice (Contd.)

DepositoryParticipants(“DPs”)incasethesharesare held by them in electronic form and with Karvy in case the shares are held by them in physicalform.

13. Certificate from the Statutory Auditors of theCompany certifying that TCNS ESOP Scheme2014-17 andTCNSESOPScheme2018-23 (ESOPSchemesoftheCompany)arebeingimplementedin accordance with the Securities and ExchangeBoard of India (Share Based Employee Benefits)Regulations, 2014 and in accordance with theresolution of themembers of the Company,willbeavailableforinspectionbytheMembersattheAGM.

14. The members approved appointment of M/sDeloitteHaskinandSellsCharteredAccountants(ICAI Firm Registration no. 117366W/W-100018-),asStatutoryAuditorsoftheCompanytoholdofficeforaperiodoffiveyearsatAGMdatedAugust27,2017., subject to ratificationof theirappointmentby Members at every AGM, if so required underthe Act. The requirement to place the matterrelating to appointment of Statutory auditors forratificationbyMembersateveryAGMhasbeendone awayby the Companies (Amendment)Act,2017 with effect from May 7, 2018. Accordingly,no resolution is being proposed for ratificationofappointmentofstatutoryauditorsat the22ndAGM.

15. M/s. Karvy Fintech Pvt. Ltd. (formerly known asKCPL Advisory Services Pvt. Ltd), Karvy SeleniumTower B, Plot No.31 & 32, Gachibowli, FinancialDistrict, Nanakramguda, Serilingampally,Hyderabad – 500 032, is the Registrar andShareTransferAgent (STA) of theCompany.Allcommunications in respect of share transfersand change in the address of the members maybe communicated to them.

16. A route map showing the directions to reachthe venue of the 22nd Annual General Meeting isannexed hereto.

17. Membersseekinganyinformationorclarificationonthefinancialstatementsarerequestedtosendqueries in writing to the Registered Office orCorporateOfficeoftheCompany,atleastoneweekbefore the date of themeeting. Replies shall beprovidedinrespectofsuchwrittenqueriesatthemeeting.

18. Members/Proxies are requested to bring theircopiesof theAnnualReport to theAGMand the

AttendanceslipdulyfilledinforattendingAGM.Copies ofAnnual Reportwill not be provided atthe AGM.

19. Corporate members intending to send theirauthorisedrepresentativestoattendthemeetingarerequestedtosendtotheCompanyacertifiedcopy of the Board Resolution authorising theirrepresentativetoattendandvoteontheirbehalfat the meeting.

20. Members holding shares in physical formmayobtaintheNominationformsfromtheCompany’sRegistrar&ShareTransferAgentsandmembersholding shares in electronic form may obtain theNominationformfromtheirrespectiveDepositoryParticipants.

21. The notice of the 22nd Annual General Meeting isavailable on the website of the Companywww.wforwoman.com and website of RTA i.e. https://evoting.karvy.com.

22. Members holding Shares in physical formmaywritetotheCompany/Registrar&ShareTransferAgents (RTA) for any change in their addressand bank mandates; members having sharesin electronic form may inform the same to theirdepositoryparticipantsimmediately.

23. In case of change in residential status of Non-Resident Indian Shareholders, the same shouldbeimmediatelyinformedtotheRegistrar&ShareTransfer Agents of the Company along withparticulars of theirbankaccountmaintained inIndiawithcompletename,branch,account type,account number and address of the bank.

24. Registration of e-mail addresses for sendingannual reports, communications, etc.: Membersare requested to register their e-mail addressesand changes therein from time to time with theRegistrar and Share Transfer Agents (in case ofphysicalshares)orwiththeconcernedDepositoryParticipant (in case of electronic holdings) sothat theCompanywillusethesameforsendingnotices,annualreportsandothercommunications.Copies of annual report 2018-19 are being sentunder electronic mode only, to all the memberswhose e-mail addresses are registered withthe Registrars and Share Transfer Agents oftheCompany i.e.KarvyFintechPrivateLimited/Depository Participant(s) for communicationpurposesunlessanymemberhasrequestedforahardcopyofthesame.Formemberswhohave




Notice (Contd.)

not registered their e-mail addresses, physicalcopies of the Annual Report 2018-19 are beingsent by a permitted mode. Further Membersholdingmultiplefoliosarerequestedtogettheirholdings consolidated.

25. ThattheCompanyisprovidingfacilityforvotingby electronic means and the business may betransacted through such voting as mentionedhere under;

26. Process and manner for members opting fore-voting are as under:

The Company is offering e-voting facility to itsmembers enabling them to cast their voteselectronically. The Company has signed anagreement with M/s Karvy Fintech PrivateLimited (formerly known as KCPL AdvisoryServices Pvt. Ltd) for facilitating e-voting to enable

the Members to cast their votes electronically pursuant toRule20ofCompanies (Managementand Administration) Rules, 2014. The instructions for e-voting are as under:

A. In case a member receives an email fromKarvy Fintech Private Limited (formerlyknown as KCPL Advisory Services Pvt. Ltd)(Karvy):

I. Launch internetbrowserby typing theURL:https://evoting.karvy.com.

II. Enter the login credentials (i.e., User IDandpasswordmentionedinyouremail/AGMNotice).YourFolioNo./DPID-ClientIDwillbeyourUserID.However,ifyouare already registered with Karvy fore-voting, you can use your existing UserIDandpasswordforcastingyourvote.

User ID: For Members holding shares in Demat form:a. ForNSDL:8characterDPIDfollowedby8digitsClientID.

b. ForCDSL:16digitBeneficiaryID/ClientID

For Members holding shares in Physical form:EventNo.(EVENT)followedbyFolioNo.registeredwiththeCompany.

Password: YouruniquepasswordisprintedontheAGMNotice/providedintheemail forwarding the electronic notice.

III. After entering these details appropriately,Clickon“LOGIN”.

IV. You will now reach password ChangeMenu wherein you are required tomandatorily change your password.The new password shall comprise ofminimum 8 characters with at leastoneuppercase(A-Z),onelowercase(a-z), onenumericvalue(0-9)andaspecialcharacter (@,#,$, etc.). The system willpromptyoutochangeyourpasswordandupdate your contact details likemobilenumber, email ID, etc. on first login.You may also enter a secret questionand answer of your choice to retrieveyourpasswordincaseyouforgetit.Itisstrongly recommended that you do notshare your password with any otherpersonandthatyoutakeutmostcaretokeepyourpasswordconfidential.

V. You need to login again with the newcredentials.

VI. On successful login, the system will

prompt you to select the “EVENT” i.e., TCNS Clothing Co. Limited.

VII. Onthevotingpage,enterthenumberofshares (which represents the numberof votes) as on the Cut Off Date under“FOR/AGAINST” or alternatively, youmay partially enter any number in“FOR”andpartiallyin“AGAINST”butthetotal number in “FOR/AGAINST” takentogether should not exceed your totalshareholding. If the shareholder doesnot indicate either “FOR” or “AGAINST”it will be treated as “ABSTAIN” and theshares held will not be counted undereither head.

VIII. Youmaythencastyourvotebyselectingan appropriate option and click on“Submit”. A confirmation box will bedisplayed. Click “OK” to confirm else“CANCEL” to modify. Once you confirm,you will not be allowed to modify yourvote.Duringthevotingperiod,Memberscan login any numbers of times till theyhave voted on the Resolution.


Notice (Contd.)

IX. Corporate/Institutional Members (i.e.other than Individuals, HUF, NRI, etc.)are also required to send scannedcertified true copy (PDF Format) of theBoard Resolution/Authority Letter,etc. together with attested specimensignature(s) of the duly authorisedrepresentative(s), to the Scrutiniserat e mail ID: [email protected] [email protected], with [email protected] image of the above mentioneddocuments should be in the namingformat“CorporateName_EventNo.”

B. In case of Members receiving AGM Notice byPost:

I. UserIDandinitialpasswordasprovidedintheAGMNoticeForm.

II. PleasefollowallstepsfromSr.No(I)to(IX)as mentioned in (A) above, to cast yourvote.

C. Thee-votingperiodcommencesonAugust23, 2019 at 09:00 A.M and ends on August25, 2019 at 05:00 P.M. In case of any querypertaining to e-voting, please visit Help &FAQ’ssectionofKarvye-votingwebsite.

D. Votingrightsshallbereckonedonthepaidupvalueofsharesregisteredinthenameofthe member(s)/beneficial owner(s) (in caseof electronic shareholding) as on the cut-offdate i.e. August 19, 2019. A person, whosename is recorded in the register of membersor in the register of beneficial ownersmaintainedbythedepositoriesasonthe cut-off date, i.e. August 19, 2019 will be entitled toavail the facility of remote e-voting/Insta Poll.

E. Once the vote on a resolution is cast bymember(s), the member(s) shall not beallowed to change it subsequently or cast thevote again.

27. That the facility for voting either through electronic votingsystemorballotorpollingpaper/InstaPollshall also be made available at the meeting andmembers attending the meeting who have notalready cast their vote by remote e-voting shall beable to exercise their right at the meeting.

28. That the members who have cast their vote byremote e-voting prior to the meeting may also

attend the meeting but shall not be entitled to cast their vote again.

29. Kindly note that theMembers can opt only onemode of voting i.e. either by e-voting or pollingpaper/ Insta Poll. If they are opting for e-voting,then they cannot vote physically also and viceversa.However,incaseMemberscasttheirvotephysicallyaswellasthroughe-voting,thenvotingdone through e-voting will prevail and votingdonephysicallywillbetreatedasinvalid.

30. Mr.SanjayGrover,ManagingPartner (FCS4223;C.P. No. 3850) failing him, Mr. Devesh KumarVasisht,Partner(FCS8488;C.P.No.13700)ofM/s.SanjayGrover&Associates,PracticingCompanySecretaries, New Delhi has been appointed astheScrutiniserbytheCompanytoscrutinisetheentire voting process in a fair and transparentmanner.

31. TheScrutiniser,after theconclusionofe-votingat the AGM, will scrutinise the votes cast at theAGM (through Poll) and votes cast through remotee-voting, make a consolidated Scrutiniser’sReportandsubmit thesame to theChairmanorany other person authorised by him inwriting.The results of voting will be declared within 48hours from the conclusion of the AGM i.e. on orbefore August 28, 2019 and result so declaredalongwith theconsolidatedScrutiniser’sReportwill be placed on the website of the Companyi.e. www.wforwoman.com and on the website ofKarvy at: https://evoting.karvy.com. The resultwill simultaneously be communicated to the stockexchangeswherethesecuritiesoftheCompanyare listed.

32. Mr. Piyush Asija, Company Secretary andCompliance Officer of the Company shall beresponsible for addressing all the grievancesof Members in relation to this Annual GeneralMeetingincludinge-voting.Hecanbecontactedat Email: [email protected] , Phone No :011-42193193.

33. Themembersmaydownloadacopyofthenoticeof this meeting and the results declared alongwith the Scrutiniser’s Report from the website




Notice (Contd.)

of the Company www.wforwoman.com or from https://evoting.karvy.com.

34. BriefProfileofDirector,Mr.OnkarSinghPasricha(DIN- 00032290) seeking re-appointment atthe 22nd Annual General Meeting (pursuantto Regulation 26(4) and 36(3) of SEBI(LODR)Regulations, 2015 ) and as required underSecretarial Standards-2 on General MeetingsissuedbyTheInstituteofCompanySecretariesofIndia is attached to this Notice as Annexure-A.

35. SEBI vide its Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73datedApril 20, 2018hasdirectedall the listedcompanies toupdateBankAccountdetails and PAN of the Members holding shares in physicalform.IthasbeenobservedthatMembersholding physical shares have not updated thesaid information. Therefore, such Members arerequestedtopleasesendthefollowingdocuments

totheCompany’sRTA:

i. Self-attestedcopyofPANcardincludingthatof joint Members;

ii. An original cancelled cheque of 1stshareholder. (Name of 1st shareholder shouldbe printed on cheque leaf). If name of 1stshareholder is not printed on cheque leaf,photocopy of pass book or bank statementduly attested by the banker along withcancelled cheque (Photocopy of chequewillnotbeaccepted/entertained).

Members are also requested to update EmailID for our records and to send their consent for receiving communications by electronic means in accordance with various circulars issued by theappropriateauthoritiesfromtimetotime.


Notice (Contd.)

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“THE ACT”) AND THE SECRETARIAL STANDARDS ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (“SECRETARIAL STANDARDS”)

The following statement sets out all material facts relatingtotheSpecialBusiness(es)mentionedintheaccompanyingNotice:

ITEM NO. 3.

Pursuanttotheregulation23ofSEBI(LODR)Regulation,theCompanyisensuringtocomplywiththeapplicableprovisionsofSEBI(LODR)Regulations,2015.Aspartofthat it is proposed to take the approval ofMembersfor therelatedparty transactionswhichwerebeingentered by the Company with TCNS Limited forexecution of job work contracts which are at arm’s length basis and in the ordinary course of business.

The transactions relating to job work transaction entered into with TCNS Limited is in ordinary course of business and is of continuous in nature and are not for aspecificperiod.Termsandconditionswillcertainlybe at arm’s length basis taking into consideration the prevailing market terms and conditions. Allfactorsrelevanttotherespectivecontractsincludingthe price will be with the prior approval of AuditCommittee and the Board of Directors. Mr. Onkar SinghPasricha,Chairman&ExecutiveDirector,alongwith his relatives is considered to be interested in the abovesaidresolutionbeingthepromoteranddirectorof TCNS Limited.

Details of transactions is as under:

Name of the Related Party TCNS Limited

NatureofRelationship GroupCompany(Companyownedbythepromoters)

Natureofthecontractandparticularsofthecontractorarrangement

Jobworkandpurchase

Duration of the contract PerpetualasapprovedbytheBoard

Material terms of the contract or arrangement including the value

a) Payment : Bill to Billb) Price : Piece rate basisc) Contract:TotalJobworkandpurchasecontractvalue

shall not be more than `75Croreduringthefinancialyear.

Advancepaidorreceivedforthecontractorarrangement

Payment on bill to bill basis

Themannerofdeterminingthepricingandothercommercialterms,bothincludedaspartofcontractandnotconsideredaspartofthecontract

Thepricingofeachjob-workcontractisfixedonarm’slengthbasistakingintoconsiderationtheprevailingmarketpriceintheindustry.

Whetherallfactorsrelevanttothecontracthavebeenconsidered, if not, the details of factors not considered with the rationale for not considering those factors

NotApplicable

AnyotherinformationrelevantorimportantfortheBoardtotakeadecisionontheproposedtransaction

NotApplicable

Noneoftherelatedpartytransactionsarematerialinnature.

ExceptMr.OnkarSinghPasricha,ChairmanandExecutiveDirectoralongwithhisrelatives,noneoftheDirectorsorKeymanagerialpersonsoftheCompanyincludingtheirrelativesareinterestedintheaboveresolution.

TheBoardrecommendstheresolutionsetforthinItemNo.3forapprovalofthemembersasOrdinary Resolution.




Notice (Contd.)

ITEM NO. 4.

AspertheprovisionsofSection188ofTheCompaniesAct, 2013, the Board of Directors of the Companyon the recommendation of the Nomination and Remuneration Committee and Audit Committee, at theirmeetingheldonMay28,2019hadconsentedforincrease of remuneration payable toMr. SaranpreetPasricha (son of Mr. Onkar Singh Pasricha, Chairman andExecutiveDirector) forholdingofficeorplaceofprofitinCompany.

The details of the increased remuneration are given below:

OverallRemuneration:Upto`10,00,000/-(RupeesTenLakhs)permonth.

Remuneration includes:

• BasicSalary: NotexceedingRupeesTenLakhspermonth.

• HRA@15%permonthoftheBasicSalary.

• Telephone:Mobile/Telephone facility as per theCompany’srules.

• LeaveencashmentaspertheCompany’srules.

• ProvidentFund:Company’scontributiontowardsProvident Fund as per Provisions of EmployeesProvidentFundAct.

• Gratuity: Payable at a rate not exceeding half amonth’ssalaryforeachcompletedyearofserviceaspertheCompany’srules.

• Reimbursement of actual traveling, boarding andlodgingexpensesandotheramenitiesasmaybeincurred by them from time to time, in connectionwiththeCompany’sbusiness.

The Board recommends the resolution set forthin Item No.4 for approval of the members asOrdinary Resolution.

ExceptMr.OnkarSinghPasricha,ChairmanandExecutive Director along with his relatives , Noneof the Directors or Key Managerial Personnelof the Company including their relatives areinterested in the above resolution.

ITEM NO. 5

Mr.AnantKumarDaga,wasappointedanddesignatedasManagingDirectoroftheCompanybytheBoardatitsMeetingheldonSeptember7,2016foraperiodof5yearsi.e.fromSeptember7,2016toSeptember5,2021.

Further,aspertherecommendationoftheNominationand Remuneration Committee, the Board at its MeetingheldonMay28,2019approvedtherevision

in the remuneration of Mr. Anant Kumar Daga for his remaining tenureeffective from01.04.2019on termsand conditions enumerated in the Resolution.

It is submitted that based on the projections, theoverall managerial remuneration may exceed the limitsSpecifiedinSec.197oftheCompaniesAct,2013butisincompliancewithScheduleVoftheCompaniesAct2013.TheMembersarerequestedtoconsidertherevision in remuneration of Mr. Anant Kumar Daga, Managing Director of the Company. The proposedremuneration of Mr. Daga would be as under:

• Salary: `2.62crore

• Commission: Nil

• Perquisites: Perquisites includeHRA, Expensespertainingtofuel,Electricity,otherutilities,medicalReimbursement, Leave Travel Concession,Conveyance, Personal Accident Insurance, Carusage, Telephone Expenses but excludes anyperquisite benefit arising upon the exercise ofstockoptionssinceitcan’tbepredetermined.

• Retirals: As per policy of the Company andapplicablelaws.

• SittingFee:Nil

Details of Employee Stock Options for Anant Kumar Daga

GrantedasonMarch31,2019 10,772,710Vested,asonMarch31,2019 2,065,566Unvested 2,457,144Excercisedin18-19 3,102,029Balance (To be exercised including Unvested)

4,522,710

TheEmployeestockoptionshavebeengrantedatadiscount.

During the year, the Managing Director’s salary and benefits aggregated to ` 24.14 million (excluding perquisite value of exercised ESOPs). In addition,the Managing Director in current year exercised 6,204,057stockoptions(equivalentto3102029equityshares) granted to him under TCNS ESOP Scheme 2014-17intheyearsendedMarch31,2015andMarch31, 2016which resulted into aperquisitesvalue of` 595.74million,underIncomeTaxAct1961.Consideringthe said perquisites value of the exercised stockoptions in computation of managerial remunerationunder Section 198 of The Companies Act, 2013, themanagerial remuneration for the current year aggregating to ` 616.88million,exceededthelimitasprescribed under Section 197 of the act by ` 537.41


Notice (Contd.)

million. TheCompany, supported by legal opinion, isof the view that the excess managerial remuneration abovetheprescribedlimitisduetounderlyingstockoption plans which were already approved by theMembers in earlier years.

The Directors recommend the Resolution at Item No. 5oftheaccompanyingNotice,fortheapprovalofthemembersoftheCompanybywayofspecial resolution.

Except Mr. Anant Kumar Daga, none of Directors,Key Managerial Personnel and their relatives are considered tobeconcernedor interestedfinanciallyor otherwise, in the said Resolution.

StatementsintermsofScheduleVoftheCompaniesAct, 2013 relating to Remuneration payable toManagerial Personnel is annexed as Annexure B.

ITEM NO.6

Themembers of the Company at the ExtraordinaryGeneralMeetingheldonJanuary5,2018approvedtheappointmentofIndependentDirectorsoftheCompanyonthetermsandconditionsaspertheappointmentletter including , the payment of remuneration byway of commission to the Independent Directors oftheCompanycollectively,ofasumnotexceedingonepercentperannumofthenetprofitsoftheCompany,calculated in accordance with the provisions of theCompanies Act for a period of 5 years commencingfrom2018-19.

In view of Sections 149, 197 and any other relevantprovisions of the Companies Act, 2013 and SEBI(LODR) Regulations, 2015 and taking into account the roles and responsibilities of the Directors, it isproposed that the Independent Directors other thantheManagingDirectorandtheWhole-timeDirectorsbepaid for eachof thefive (5) financial years of theCompany commencing fromFY2018-19, commissionnot exceeding one percent per annum of the netprofits of the Company computed in accordancewith theprovisionsof theCompaniesAct,2013.Thisamount by way of remuneration will be distributed amongstallIndependentDirectorsinaccordancewiththe directions given by the Board of Directors and subject to any other applicable requirements undertheCompaniesAct,2013.

This remuneration shall be in addition to the fee payable to the Directors for attending the meetingsof the Board or Committees thereof or for any other purposewhatsoeverasmaybedecidedbytheBoard,andreimbursementofexpenses forparticipation in

the Board and other meetings

Accordingly, approval of the Members is sought byway of a Ordinary Resolution under the applicableprovisionsoftheCompaniesAct,2013andSEBI(LODR)Regulations,2015,forpaymentofcommissionbywayof commission to the Independent Directors of theCompanyforthetheirremainingtenurecommencingfrom April 1, 2019 as set out in the Resolution atItemNo.6oftheNotice.

The Board recommends the resolution set forth in Item No.6 for approval of the members as Ordinary Resolution.

Except the Independent Directors, None of theDirectors or Key Managerial Personnel including their immediate relatives are interested in the above resolution.

ITEM NO. 7.

TheMembers of the Company at the ExtraordinaryGeneral Meeting, held on February 2, 2018 hasapprovedtheissuanceofESOPsandaccordingly,theBoard of Directors of the Company consolidated thepre-existingemployeestockoptionplansandframedthe TCNS ESOP Scheme 2014-17. Under this Scheme, Stock Options have been granted by the Companyto its employees. As per Regulation-12 of the SEBI(Share Based Employee Benefits) Regulations, 2014(‘SBEBRegulations’),noCompanyshallmakeanyfreshgrant of ESOPs which involves allotment or transfer ofsharestoitsemployeesunderanyESOPSchemesformulatedpriortoitsIPOandpriortothelistingofitsequityshares(Pre-IPOScheme)unless(i)suchpre-IPOscheme is in conformity with SBEB Regulations; and (ii) such pre-IPO scheme is ratified by itsMemberssubsequent to IPO. The Company came out with aPublic Issue of its Equity shares in July, 2018 and itsequity shares were listed at BSE and NSE on July30,2018, theCompany’sPre-IPOTCNSESOPScheme2014-17, needs to be ratified by theMembers of theCompanypursuanttoRegulation12oftheSEBI(SBEB)Regulations, 2014.

Accordingly, the ESOP scheme of the Company isplaced before the Members for their ratification interms of Regulation 12 of the SEBI (SBEB) Regulations, 2014. The said Scheme is in conformity with the SEBI (SBEB) Regulations, 2014 and the Company has notgranted any fresh grant of options to employees asondateafterthepublicissueoftheCompany,andthesamehasbeenverifiedandconfirmedbytheStatutoryAuditorsoftheCompany.




Notice (Contd.)

The TCNS ESOP Scheme 2014-17 confirms to theaccounting policies specified in Regulation 15 of theSecurities and Exchange Board of India (Share Based EmployeeBenefits)Regulations,2014.

Furtherasrequiredunderclauseno.(o)ofRegulation6(2)ofSEBICircularNo.CIR/CFD/POLICYCELL/2/2015dated June 17, 2015, the members are hereby informed that, The Company shall conform to the accountingpoliciesspecifiedintheSEBIGuidelines,and/orsuchother guidelines or accounting standards as may be applicable,fromtimetotime.

Furtherasrequiredunderclause(p)ofRegulation6(2)ofSEBICircularNo.CIR/CFD/POLICYCELL/2/2015datedJune 17, 2015; The members are hereby informed that, for the valuation of ESOPs, the Company to use theBlack-Scholes Model which is one of the commonly used methodologies for valuation of such options.Under theBlack-ScholesModel, thevalue of optionsiscalculatedasanoutputofthefollowingfundamentaldetrimentsofoptionvalue:

1. The Market Value/Fair Value of the underlyingasset (share).

2. TheExercisepriceoftheoption.

3. Thetimetoexpiryoftheoption.

4. The dividend yield of the underlying asset (share).

5. Theprevailingleveloftheriskfreeinterestrate.

6. The expected volatility of the value of theunderlying asset (Share).

Members are requested to note that the Pre-IPO TCNS ESOP Scheme 2014-17 shall be open for inspectionbytheMembersoftheCompanyattheRegistered&Corporate Office of the Company during 11:00 am to5:00pmonallworkingdays,exceptSaturday(s) andSunday(s)uptoandincludingthedateoftheAnnualGeneral Meeting. The same shall also be available for inspectionattheAGMVenue.

Disclosures under TCNS ESOP Scheme 2014-17:

The TCNS ESOP Scheme 2014-17 is the consolidated schemeemergedoutoffiveTCNSESOPPlansnamelyTCNSEmployeeStockoptionplan2014,TCNSSeniorManagementStockOptionPlan,2015,TCNSEmployeeStockOptionPlan,2015,TCNSSeniorExecutiveStockOptionPlan2015andTCNSEmployeeStockoptionplan2017 as consolidated andapprovedby theMembersin their meeting held on February 02, 2018. DetailspertainingtooptionsunderTCNSESOPScheme2014-17 are as mentioned below:

a) Reconciliation Statement under TCNS ESOP Scheme 2014-17:

A Options reserved under the Scheme 11,782,500Less: Optiongranted(includinglapsedoptionseligibleforre-issue) 11,732,500

Add: Optionlapsedandaddedtothepool 125,000

Less: Optionlapsedandnoteligibleforre-issue 107,500

Less: Furthergrant 62,500

B. Balance Options in pool (Un-granted Shares) 5,000C. Allotted before IPO and got listed during the IPO 938,4631

D. OptionsvestedandwereunexercisedbeforeIPO 162,4901

E. OptionsUn-vested 660,468

F. Total number of shares for which In Principle approval is received. 2,285,369Less: OptionsexercisedPostIPOandlisted 5,000

Options Unexercised 2,280,369


Notice (Contd.)

b) Description of the TCNS ESOP Scheme 2014-17

Particulars DetailsBriefDescriptionoftheTCNSESOPScheme2014-17

Total number of stock options to begranted

Previous stock option Plans have been consolidated in Scheme 2014-17underwhich theCompanyhasearlierresolved togrant2,35,65,000options.

Identification of classes of employeesentitled to participate and bebeneficiariesinthescheme

All permanent employees of the Company and or of subsidiary orholdingCompanyworkinginIndiaoroutofIndiaandDirectors(whetherManaging/WholeTimeDirectorornot) (exceptforthosewhoeitherbythemselves or through their relatives or through any body corporateholddirectlyorindirectlymorethan10%oftheissuedandsubscribedsharecapitaloftheCompany)oftheCompanyanditsHoldingCompanyorSubsidiaries(excludingpromotersandemployeesbelongingtoPromoterCompanies) and further excluding Independent Director as may bedecided by the Nomination and Remuneration Committee, from time to timewouldbeentitledtoOptionsundertheScheme2014-17TheEmployeestowhomtheOptionswouldbeGrantedandtheirEligibilityCriteria(includingbutnotlimitedtoperformance,merit,grade,conduct,lengthofserviceoftheEmployee,RelevantDateetc.)wouldbedeterminedby the Nomination and Remuneration Committee, in its absolute discretion.TheOptiongrantedtoanemployeewillnotbetransferableorassignabletoanypersonexceptintheeventofdeathofthegranteeandtheOptionshallbeexercisable,duringsuchemployee’slifetime,onlybyhimorbyhisBeneficiaryinaccordancewiththeScheme2014-17.

Requirementsofvestingandperiodofvesting

The vesting shall take place as per applicable laws and regulationsprevailing from time to time, from the date of grant of Options. TheNomination and Remuneration Committee may, in its discretion, lay down certain performance parameters subject towhichOptionswould vest.Therequirementsofvestingandperiodofvestingshallbementionedin the Letter of Grant.

Maximum period within which theoptionsshallbevested

The Options Granted would vest not earlier than one year from therespective Grant Date(s) or such other period or manner as may beprovided in SEBI Guidelines or determined by the Nomination andRemuneration Committee from time to time on the Grant Date. The VestingPeriodfortheOptionsgrantedundertheScheme2014-17,fromtime to time, shall be determined by the Nomination and Remuneration CommitteeandshallbecommunicatedtotheOptionGranteeintheLetterof Grant

Exercisepriceorpricingformula The Exercise Price for the Options would be determined by theNomination and Remuneration Committee, provided that the OptionExercise Price shall not be less than the face value of the equity Shares of theCompanyonthedateofgrantofOptionsasdeterminedinaccordancewith SEBI guidelines.

TheOptionExercisePricewillbespecifiedintherelevantLetterofGrantgiventotheGranteeatthetimeoftheGrantofOptions.




Notice (Contd.)

Particulars DetailsExerciseperiodandprocessofexercise TheOptionsGrantedtoaGranteeunderScheme2014-17shallbecapable

of being Exercised within a period not exceeding 10 years from thedateofGrantof therespectiveOptionsorsuchotherperiodasmaybedetermined by the Nomination and Remuneration Committee from time to time.

TheOptionswillbeexercisablebytheEmployeesbyawrittenapplicationtotheCompanytoexercisetheOptionsinsuchmanner,andonexecutionof such documents, as may be prescribed by the Nomination andRemuneration Committee from time to time.

The Options will lapse if not exercised within the specified ExercisePeriod.

Specialprovisionsshallapplyincaseofdeath,resignation/abandonmentofservice,permanentdisability/ incapacity,retirement, terminationonaccount of misconduct or other than misconduct, dissolution etc.

Lock-inperiod nil

Theappraisalprocessfordeterminingthe eligibility of employees for thescheme

TheappraisalprocessfordeterminingtheeligibilityoftheEmployeeswillbespecifiedbytheNominationandRemunerationCommittee,andwillbebasedoncriteriasuchasrole/levelof theEmployee,pastperformancerecord, future potential of the Employee, balance number of years ofservice until normal retirement age and/or such other criteria that may be determined by the Nomination and Remuneration Committee at its sole discretion.

Maximum number of options to beissuedperemployeeandinaggregate

The number of Options that should be granted to an employee underScheme 2014-17 shall be decided by the Nomination and Remuneration Committee.However,noemployeeshallbegranted,inanyfiscalyearoftheCompany,Optionstopurchasemorethanorequalingto 1 (one)%oftheissuedandpaidupsharecapitalasonthedateofgrant(excludingoutstandingwarrantsandconversions)unlessapprovalofmembersinthegeneralmeetingbywayofseparateresolutionhasbeenobtained.

Maximum quantum of benefits to beprovidedperemployeeunderascheme

Thequantumofbenefit thatshouldbeprovided toanemployeeunderScheme 2014-17 shall be decided by the Nomination and Remuneration Committee.However,noemployeeshallbegranted,inanyfiscalyearoftheCompany,Optionstopurchasemorethanorequalingto 1 (one)%oftheissuedandpaidupsharecapitalasonthedateofgrant(excludingoutstandingwarrantsandconversions)unlessapprovalofmembersinthegeneralmeetingbywayofseparateresolutionhasbeenobtained.

Whether the scheme(s) is to beimplementedandadministereddirectlybytheCompanyorthroughatrust

The Scheme will be implemented and administered directly by theCompanythroughBoard/NominationandRemunerationCommittee.

Whether the scheme(s) involves newissue of shares by the Company orsecondary acquisition by the trust or both

The Scheme will involve new issue of shares by the Company inaccordance with the SEBI guidelines.


Notice (Contd.)

Particulars DetailsThe amount of loan to be provided forimplementation of the scheme(s) bythe Company to the trust, its tenure,utilisation,repaymentterms,etc.

The Scheme is being implemented directly by the Company throughBoard/ Nomination and Remuneration Committee and accordingly, no loanwouldberequiredtobeprovidedtotrust

Maximum percentage of secondaryacquisition (subject to limits specifiedunder the regulations) that can be made by the trust for the purposes of thescheme

NotApplicable,asnosecondaryacquisitioniscontemplated

Accounting and Disclosure Policies TheschemeconfirmswiththeaccountingpoliciesprescribedfromtimetotimeundertheSEBI(SBEB)Regulations,2014andanyotherapplicablelawsandregulationsto theextentrelevantandapplicable to theTCNS ESOP Scheme 2014-17

Themethodwhich the Company shallusetovalueitsoptionsorSARs;

ThemethodwhichtheCompanyshallusetovalueitsoptions(valuationmethodology)whichshallbeusedbytheCompanyisasmentionedhereinbelow:ForthevaluationofESOPs,wehaveusedtheBlack-ScholesModelwhichisoneofthecommonlyusedmethodologiestovaluesuchoptions.UndertheBlack-ScholesModel,thevalueofoptionsiscalculatedasanoutputofthefollowingfundamentaldetrimentsofoptionvalue:1. TheMarketValue/FairValueoftheunderlyingasset(share).2. TheExercisepriceoftheoption.3. Thetimetoexpiryoftheoption.4. The dividend yield of the underlying asset (share).5. Theprevailingleveloftheriskfreeinterestrate.6. Theexpectedvolatilityofthevalueoftheunderlyingasset(Share).

The conditions under which optionvested in employeesmay lapse e.g. incaseofterminationofemploymentformis conduct or otherwise.

As determined by Nomination and Remuneration Committee

The specified time period withinwhich the employee shall exercisethe vested options in the event of aproposedterminationofemploymentorresignationofemployee


astatementtotheeffectthattheCompanyshallconformtotheaccountingpoliciesspecifiedinregulation15;

TheCompanyshall conform to theaccountingpoliciesspecified in theSEBI Guidelines, and/or such other guidelines or accounting standards asmaybeapplicable,fromtimetotime.

The Board and the Nomination and Remuneration committee recommended the Resolution set forth in Item No. 7 forapprovalofthemembersasSpecial Resolution.

ExceptMr.AnantKumarDagaandalltheotherKeyManagerialPersonneloftheCompanyalongwiththeirrelativestotheextentoftheemployeestockoptionsgranted/maybegrantedtothem,noneoftheDirectorsortheirimmediaterelatives are interested in the said resolution.




Notice (Contd.)

ITEM NO. 8.

TheMembers of the Company at the ExtraordinaryGeneral Meeting, held on February 02, 2018 hasapprovedtheissuanceofESOPsandaccordingly,theBoard of Directors of the Company formulated theTCNS ESOP Scheme 2018-23. Under this Scheme, Stock Options have been granted by the Companyto its employees. As per Regulation-12 of the SEBI(Share Based Employee Benefits) Regulations, 2014(‘SBEBRegulations’),noCompanyshallmakeanyfreshgrant of ESOPs which involves allotment or transfer ofsharestoitsemployeesunderanyESOPSchemesformulatedpriortoitsIPOandpriortothelistingofitsequityshares(Pre-IPOScheme)unless(i)suchpre-IPOscheme is in conformity with SBEB Regulations; and (ii) such pre-IPO scheme is ratified by itsMemberssubsequent to IPO. The Company came out with aPublic Issue of its Equity shares in July, 2018 and itsequity shares were listed at BSE and NSE on July30,2018, theCompany’sPre-IPOTCNS ESOP Scheme2018-23,needs toberatifiedby theMembersof theCompanypursuanttoRegulation12oftheSEBI(SBEB)Regulations, 2014.

Accordingly, the ESOP scheme of the Company isplaced before the Members for their ratification interms of Regulation 12 of the SEBI (SBEB) Regulations, 2014. The said Scheme is in conformity with the SEBI (SBEB) Regulations, 2014 and the Company has notgranted any fresh grant of options to employees asondateafterthepublicissueoftheCompany,andthesamehasbeenverifiedandconfirmedbytheStatutoryAuditorsoftheCompany.

The TCNS ESOP Scheme 2018-23 confirms to theaccounting policies specified in Regulation 15 of the

Securities and Exchange Board of India (Share Based EmployeeBenefits)Regulations,2014.

Furtherasrequiredunderpointno. (o)ofRegulation6(2)ofSEBICircularNo.CIR/CFD/POLICYCELL/2/2015dated June 17, 2015, the members are hereby informed that, the Company shall conform to the accountingpoliciesspecifiedintheSEBIGuidelines,and/orsuchother guidelines or accounting standards as may be applicable,fromtimetotime.

Furtherasrequiredunderpointno. (p)ofRegulation6(2)ofSEBICircularNo.CIR/CFD/POLICYCELL/2/2015dated June 17, 2015; the members are hereby informed that,forthevaluationofESOPs,theCompanywillusethe Black-Scholes Model which is one of the commonly used methodologies for valuation of such options.Under theBlack-ScholesModel, thevalue of optionsiscalculatedasanoutputofthefollowingfundamentaldetrimentsofoptionvalue:

1. The Market Value/Fair Value of the underlyingasset (share).





6. The expected volatility of the value of theunderlying asset (Share).

Members are requested to note that the Pre-IPO TCNS ESOP Scheme 2018-23 shall be open for inspectionbytheMembersoftheCompanyattheRegistered&CorporateOfficeof theCompanyonallworkingdays,except Saturday(s) and Sunday(s) and public holidayfrom11:00amto5:00pmuptoandincludingthedateof the Annual General Meeting. The same shall also be availableforinspectionattheAGMVenue.


Notice (Contd.)


a) Reconciliation statement under TCNS ESOP Scheme 2018-23:

A. Options reserved under the Scheme 6,467,817Less: OptionsUn-granted 1,395,066

Options granted for which In Principle Approval Received 5,072,751

b) Description of TCNS ESOP Scheme 2018-23:

Brief Description of the Scheme DetailsTotal number of stock options to begranted

TotaloptionstobegrantedundertheScheme2018-23(undervarioussub-plansasmaybeformulatedfromtimetotime):6,467,817options


All permanent employees of the Company and or of subsidiary orholding Company working in India or out of India and Directors(whetherManaging/WholeTimeDirectorornot) (except for thosewho either by themselves or through their relatives or through anybodycorporateholddirectlyorindirectlymorethan10%oftheissuedandsubscribedsharecapitaloftheCompany)oftheCompanyanditsHoldingCompanyorSubsidiaries(excludingpromotersandemployeesbelongingtoPromoterCompanies)andfurtherexcludingIndependent Director as may be decided by the Nomination andRemuneration Committee, from time to time would be entitled to OptionsundertheScheme2018-23The Nomination and Remuneration Committee would determine thenumberofAwards/OptionstobegrantedtovariousEmployees,on a case by case basis, based on eligibility criteria determined by the Nomination and Remuneration Committee, which shall include butnotbelimitedtoparameterslikequalifications,experience,pastperformance levels, potential of the Employee measured againstfuture performance indicators and criticality of the functionsperformed by the Employee. Decision of the Nomination andRemuneration Committee with regard to the eligibility criteria or the numberofOptionsgrantedtoparticularEmployeesshallbefinalandshallnotbedisputed.The Option granted to an employee will not be transferable orassignabletoanypersonexceptintheeventofdeathofthegranteeandtheOptionshallbeexercisable,duringsuchemployee’slifetime,onlybyhimorbyhisBeneficiary inaccordancewith theScheme2018-23.


Thevestingshalltakeplaceasperapplicablelawsandregulationsprevailingfromtimetotime,fromthedateofgrantofOptions.Therequirementsofvestingandperiodofvestingshallbementionedinthe Letter of Grant.


ExceptaspermittedunderApplicableLaw,thereshallbeaminimumperiodof 1 (one) yearbetween thedateofgrantofAwardand theVesting of Options comprising such Award. The Vesting Periodfor theOptionsgrantedunder theScheme2018-23orplans/sub-schemesformulatedunderScheme2018-23,fromtimetotime,shallbe determined by the Nomination and Remuneration Committee and shallbecommunicatedtotheParticipantintheLetterofGrant

Exercisepriceorpricingformula TheExercisePriceforeachSharecomprisingtheOptionsgrantedtoaParticipantshallbeINR373.26/-(IndianRupeesThreeHundredSeventy Three and Twenty Six Paisa only).




Brief Description of the Scheme DetailsExerciseperiodandprocessofexercise OptionthathaveVestedinthehandsoftheParticipantinaccordance

withVestingSchedulecanbeexercisedaftersuchVesting.ProvidedfurtherthatuponoccurrenceofaLiquidityEvent,theCompanyshallbeentitledtorequiretheParticipantstocompulsorilyexercisesuchnumberofVestedOptionsastheCompanymaydirect.The Participant shall exercise the Option by submitting to theCompany,duringtheExercisePeriod,an‘exerciseapplication’,intheformatprescribedbytheNominationandRemunerationCommittee,alongwithacheque/demanddraft,favouringtheCompany,forthetotal amountpayableby theParticipant in respect of theExercisePrice,calculatedasthenumberofOptionsexercisedmultipliedbythe Exercise Price per Option plus any amount payable towardsTaxes. AnyVestedOptionsthathavenotbeenexercisedbytheParticipant,withinaperiodof10(ten)yearscommencingfromthedateofgrantof suchOptions, shall lapse and shall not thereafter be capable ofbeing exercised by the Participant .However, the Nominationand Remuneration Committee shall be authorised to extend the permissibletimelimitforexerciseofanyOptionsissuedSpecial provisions shall apply in case of death, resignation/abandonment of service, permanent disability/ incapacity,retirement, termination on account of misconduct or other than misconduct, dissolution etc.

Lock-inperiod Nil


TheappraisalprocessfordeterminingtheeligibilityoftheEmployeeswillbespecifiedbytheNominationandRemunerationCommittee


The number of Options that should be granted to an employeeunder Scheme 2018-23 shall be decided by the Nomination andRemunerationCommittee.However,noemployeeshallbegranted,in anyfiscal year of theCompany, Options to purchasemore thanorequalingto1(one)%oftheissuedandpaidupsharecapitalasonthe date of grant (excluding outstanding warrants and conversions) unless approval of members in the general meeting by way ofseparateresolutionhasbeenobtained.


The quantum of benefit that should be provided to an employeeunder Scheme 2018-23 shall be decided by the Nomination andRemunerationCommittee.However,noemployeeshallbegranted,in anyfiscal year of theCompany, Options to purchasemore thanorequalingto1(one)%oftheissuedandpaidupsharecapitalasonthe date of grant (excluding outstanding warrants and conversions) unless approval of members in the general meeting by way ofseparateresolutionhasbeenobtained.

Whether the scheme(s) is to beimplementedandadministereddirectlybytheCompanyorthroughatrust

TheSchemewillbeimplementedandadministereddirectlybytheCompanythroughBoard/NominationandRemunerationCommittee.


TheSchemewill involvenew issue of shares by the Company inaccordance with the SEBI guidelines.

The amount of loan to be provided forimplementation of the scheme(s) bythe Company to the trust, its tenure,utilisation,repaymentterms,etc.

TheSchemeisbeingimplementeddirectlybytheCompanythroughBoard/ Nomination and Remuneration Committee and accordingly, noloanwouldberequiredtobeprovidedtotrust

Notice (Contd.)


Notice (Contd.)

Brief Description of the Scheme DetailsMaximum percentage of secondaryacquisition (subject to limits specifiedunder the regulations) that can be made by the trust for the purposes of thescheme


Accounting and Disclosure Policies Theschemeconfirmswiththeaccountingpoliciesprescribedfromtime to time under the SEBI (SBEB) Regulations, 2014 and any other applicablelawsandregulationstotheextentrelevantandapplicableto the TCNS ESOP Scheme 2018-23.


The method which the Company shall use to value its options(valuationmethodology)whichshallbeusedby theCompany isasmentioned herein below:For thevaluationofESOPs,wehaveusedtheBlack-ScholesModelwhich is one of the commonly used methodologies to value such options. Under the Black-Scholes Model, the value of options iscalculatedasanoutputof thefollowingfundamentaldetrimentsofoptionvalue:1. TheMarketValue/FairValueoftheunderlyingasset(share).2. TheExercisepriceoftheoption.3. Thetimetoexpiryoftheoption.4. The dividend yield of the underlying asset (share).5. Theprevailingleveloftheriskfreeinterestrate.6. Theexpectedvolatilityofthevalueoftheunderlyingasset(Share).

The conditions under which optionvested in employeesmay lapse e.g. incase of termination of employment formisconduct or otherwise.


The specified time period withinwhich the employees hall exercisethe vested options in the event of aproposedterminationofemploymentorresignationofemployee



TheCompanyshallconformto theaccountingpoliciesspecifiedinthe SEBI Guidelines, and/or such other guidelines or accounting standardsasmaybeapplicable,fromtimetotime.

TheBoardandtheNominationandRemunerationCommitteerecommendtheresolutionforapprovaloftheMembers by way of Special Resolution.

ExceptMr.AnantKumarDaga,ManagingDirectorandalltheotherKeyManagerialPersonneloftheCompanyalong with their relatives may be deemed to be concerned or interested in the Resolution to the extent of theemployeestockoptionsgranted/maybegrantedtothem,NoneoftheDirector’sortheirrelativesareinterested in the said resolution.

ITEM NO. 9

TheMembersof theCompany in theirmeetingheldonFebruary02,2018hasalreadyapprovedtocreate,offerandgrantfromtimetotime, inafinancialyear,employeesstockoptionsinexcessof1%oftheissued,subscribed and paid-up capital of the Company(excluding outstanding warrants and conversions) at thetimeofgrantofoptionstoemployeesidentifiedbythe Board/ Nomination and Remuneration Committee

(including but not limited to Mr. Anant Kumar Daga).

However, in terms of Regulation 6(3) (d) of the SEBI(Share Based Employee Benefit) Regulations, 2014,a separate resolution is required to be passedby Members if it is intended to Grant of option toidentified employees, during any one year, equalto or exceeding one per cent of the issued capital(excluding outstanding warrants and conversions) of theCompanyatthetimeofgrantofoption.




Notice (Contd.)

In furtherance to the approval and ratification ofEmployee Incentive Scheme namely TCNS ESOP SCHEME 2018-2023, It is further proposed to ratifythe aforesaid resolution passed by the Members oftheCompany,priortotheIPOoftheCompanytocreate,offerandgrantfromtimetotime, inafinancialyear,employeesstockoptionsinexcessof1%oftheissued,subscribed and paid-up capital of the Company(excluding outstanding warrants and conversions) at thetimeofgrantofoptionstoemployeesidentifiedbythe Board/ Nomination and Remuneration Committee (including but not limited to Mr. Anant Kumar Daga) under TCNS ESOP SCHEME 2018-2023 on the terms and conditions as may be determined by the Nomination and Remuneration Committee under TCNS ESOP SCHEME 2018-2023.

The approval of theMembers shall be required forgrantofstockoptionstoemployeesinexcessof1%oftheissuedcapital.

Members are requested to note that the aforementioned resolution as earlier passed by themembers of theCompanyshallbeopenforinspectionbytheMembersoftheCompanyattheRegistered&CorporateOfficeoftheCompanyonallworkingdays,exceptSaturday(s)and Sunday(s) and public holidays from 11:00 am to5:00 pmup to and including the date of theAnnualGeneral Meeting. The same shall also be available for inspectionattheAGMVenue.

The Board and the Remuneration Committee recommend the Resolution at Item No. 9 of the

accompanyingNotice,fortheapprovalofthemembersoftheCompanybywayofSpecial Resolution.

ExceptforMr.AnantKumarDagaandalltheotherKeyManagerialPersonneloftheCompanyalongwiththeirrelative may be deemed to be concerned or interested intheResolutiontotheextentof theemployeestockoptionsgranted/maybegrantedtothem,Exceptthem,noneoftheDirectorsoftheCompanyortherelativesof theaforementionedpersonsare interested in thesaid resolution.

ITEM NO. 10.

Pursuant to Regulation 7 of The SEBI (SBEB) Regulations,2014andRule12oftheCompanies(ShareCapital and Debentures) Rules, 2014, the Companymay vary, byway of a Special Resolution, the termsof theEmployeesStockOptionsnotyetexercisedbythe employees provided that such variation is notprejudicialtotheinterestsoftheoptionholders.

ThemodificationsdonotspecificallybenefitanyoftheoptionholdersbutarebeingcarriedouttobringtheScheme in linewith theapplicableprovisionsof theAct. The Nomination and remuneration committee of theCompanyconsideredthematterofamendmentinTCNS ESOP Scheme 2018-23, regarding the vesting schedule for ungranted portion under the schemeand recommends such amendment to the members oftheCompanyfortheirnecessaryapproval,pursuantto Regulation 7 of SEBI (SBEB) Regulations, 2014.


Notice (Contd.)


a) Reconciliation statement under TCNS ESOP Scheme 2018-23:

A. Options reserved under the Scheme 6,467,817Less: OptionsUn-granted 1,395,066

Options granted for which In Principle Approval Received 5,072,751

b) Description of TCNS ESOP Scheme 2018-23:

Brief Description of the Scheme DetailsTotal number of stock options to begranted

TotaloptionstobegrantedundertheScheme2018-23(undervarioussub-plansasmaybeformulatedfromtimetotime):6,467,817options


All permanent employees of the Company and or of subsidiary orholding Company working in India or out of India and Directors(whetherManaging/WholeTimeDirectorornot) (except for thosewho either by themselves or through their relatives or through anybodycorporateholddirectlyorindirectlymorethan10%oftheissuedandsubscribedsharecapitaloftheCompany)oftheCompanyanditsHoldingCompanyorSubsidiaries(excludingpromotersandemployeesbelongingtoPromoterCompanies)andfurtherexcludingIndependent Director as may be decided by the Nomination andRemuneration Committee, from time to time would be entitled to OptionsundertheScheme2018-23The Nomination and Remuneration Committee would determine thenumberofAwards/OptionstobegrantedtovariousEmployees,on a case by case basis, based on eligibility criteria determined by the Nomination and Remuneration Committee, which shall include butnotbelimitedtoparameterslikequalifications,experience,pastperformance levels, potential of the Employee measured againstfuture performance indicators and criticality of the functionsperformed by the Employee. Decision of the Nomination andRemuneration Committee with regard to the eligibility criteria or the numberofOptionsgrantedtoparticularEmployeesshallbefinalandshallnotbedisputed.The Option granted to an employee will not be transferable orassignabletoanypersonexceptintheeventofdeathofthegranteeandtheOptionshallbeexercisable,duringsuchemployee’slifetime,onlybyhimorbyhisBeneficiary inaccordancewith theScheme2018-23.


Thevestingshalltakeplaceasperapplicablelawsandregulationsprevailingfromtimetotime,fromthedateofgrantofOptions.Therequirementsofvestingandperiodofvestingshallbementionedinthe Letter of Grant.


ExceptaspermittedunderApplicableLaw,thereshallbeaminimumperiodof 1 (one) yearbetween thedateofgrantofAwardand theVesting of Options comprising such Award. The Vesting Periodfor theOptionsgrantedunder theScheme2018-23orplans/sub-schemesformulatedunderScheme2018-23,fromtimetotime,shallbe determined by the Nomination and Remuneration Committee and shallbecommunicatedtotheParticipantintheLetterofGrant

Exercisepriceorpricingformula TheExercisePriceforeachSharecomprisingtheOptionsgrantedtoaParticipantshallbeINR373.26/-(IndianRupeesThreeHundredSeventy Three and Twenty Six Paisa only).




Notice (Contd.)

Brief Description of the Scheme DetailsExerciseperiodandprocessofexercise OptionthathaveVestedinthehandsoftheParticipantinaccordance

withVestingSchedulecanbeexercisedaftersuchVesting.ProvidedfurtherthatuponoccurrenceofaLiquidityEvent,theCompanyshallbeentitledtorequiretheParticipantstocompulsorilyexercisesuchnumberofVestedOptionsastheCompanymaydirect.

The Participant shall exercise the Option by submitting to theCompany,duringtheExercisePeriod,an‘exerciseapplication’,intheformatprescribedbytheNominationandRemunerationCommittee,alongwithaCheque/demanddraft,favouringtheCompany,forthetotal amountpayableby theParticipant in respect of theExercisePrice,calculatedasthenumberofOptionsexercisedmultipliedbythe Exercise Price per Option plus any amount payable towardsTaxes.

AnyVestedOptionsthathavenotbeenexercisedbytheParticipant,withinaperiodof10(ten)yearscommencingfromthedateofgrantof suchOptions, shall lapse and shall not thereafter be capable ofbeing exercised by the Participant .However, the Nominationand Remuneration Committee shall be authorised to extend the permissibletimelimitforexerciseofanyOptionsissued

Special provisions shall apply in case of death, resignation/abandonment of service, permanent disability/ incapacity,retirement, termination on account of misconduct or other than misconduct, dissolution etc.

Lock-inperiod Nil


TheappraisalprocessfordeterminingtheeligibilityoftheEmployeeswillbespecifiedbytheNominationandRemunerationCommittee


The number of Options that should be granted to an employeeunder Scheme 2018-23 shall be decided by the Nomination andRemunerationCommittee.However,noemployeeshallbegranted,in anyfiscal year of theCompany, Options to purchasemore thanorequalingto1(one)%oftheissuedandpaidupsharecapitalasonthe date of grant (excluding outstanding warrants and conversions) unless approval of members in the general meeting by way ofseparateresolutionhasbeenobtained.


The quantum of benefit that should be provided to an employeeunder Scheme 2018-23 shall be decided by the Nomination andRemunerationCommittee.However,noemployeeshallbegranted,in anyfiscal year of theCompany, Options to purchasemore thanorequalingto1(one)%oftheissuedandpaidupsharecapitalasonthe date of grant (excluding outstanding warrants and conversions) unless approval of members in the general meeting by way ofseparateresolutionhasbeenobtained.


Notice (Contd.)

Brief Description of the Scheme DetailsWhether the scheme(s) is to beimplementedandadministereddirectlybytheCompanyorthroughatrust

TheSchemewillbeimplementedandadministereddirectlybytheCompanythroughBoard/NominationandRemunerationCommittee.


TheSchemewill involvenew issue of shares by the Company inaccordance with the SEBI guidelines.

The amount of loan to be provided forimplementation of the scheme(s) bythe Company to the trust, its tenure,utilisation,repaymentterms,etc.

TheSchemeisbeingimplementeddirectlybytheCompanythroughBoard/ Nomination and Remuneration Committee and accordingly, noloanwouldberequiredtobeprovidedtotrust

Maximum percentage of secondaryacquisition (subject to limits specifiedunder the regulations) that can be made by the trust for the purposes of thescheme


Accounting and Disclosure Policies Theschemeconfirmswiththeaccountingpoliciesprescribedfromtime to time under the SEBI (SBEB) Regulations, 2014 and any other applicablelawsandregulationstotheextentrelevantandapplicableto the TCNS ESOP Scheme 2018-23.


The method which the Company shall use to value its options(valuationmethodology)whichshallbeusedby theCompany isasmentioned herein below:

For thevaluationofESOPs,wehaveusedtheBlack-ScholesModelwhich is one of the commonly used methodologies for valuation of suchoptions.UndertheBlack-ScholesModel,thevalueofoptionsiscalculatedasanoutputof thefollowingfundamentaldetrimentsofoptionvalue:

1. TheMarketValue/FairValueoftheunderlyingasset(share).





6. The expected volatility of the value of the underlying asset(Share).

The conditions under which optionvested in employeesmay lapse e.g. incase of termination of employment formisconduct or otherwise.





Notice (Contd.)

Brief Description of the Scheme DetailsThe specified time period withinwhich the employees hall exercisethe vested options in the event of aproposedterminationofemploymentorresignationofemployee



TheCompanyshallconformto theaccountingpoliciesspecifiedinthe SEBI Guidelines, and/or such other guidelines or accounting standardsasmaybeapplicable,fromtimetotime.

c) Details of the variations in the Scheme

ThefollowingclausesoftheTCNSESOPScheme2018-2023shallbeinserted/modified,assetoutbelow:

1. Anewterm“OtherEmployeesAdditionalESOPPool”beinsertedinClause2 (Definitions)of theTCNSESOPScheme2018-2023,immediatelyaftertheexistingterm“MinimumVestingPeriod”,asfollows:

Term Reference OtherEmployeesAdditionalESOPPool 5.1

2. Shares Subject to the TCNS ESOP Scheme2018-2023

The existing Clause 5.1 of the TCNS ESOP Scheme2018-2023shallbesubstitutedasfollows:

5.1 Share Reserve

The maximum aggregate number of Shares that maybeawardedundertheScheme2018-23shallbe6,467,817,whichshallbeapportionedasunder:

(i) 649,066Sharesshallbecategorisedas “ADUpfront ESOP Pool” and shall be utilisedexclusively forgrantofOptions in favourofAD;

(ii) 379,704Sharesshallbecategorisedas“OtherEmployees Upfront ESOP Pool” and shall beutilised exclusively for grant of Options infavourofEmployeesotherthanAD;

(iii) 269,362Sharesshallbecategorisedas“OtherEmployees Additional ESOP Pool” and shallbeutilisedexclusivelyforgrantofOptionsinfavourofEmployeesotherthanAD;

(iv) 868,079Sharesshallbecategorisedas “ADThreshold 1 ESOP Pool” and shall be utilisedexclusively forgrantofOptions in favourofAD;

(v) 965,352Sharesshallbecategorisedas“OtherEmployees Threshold 1 ESOP Pool” and shallbeutilisedexclusivelyforgrantofOptionsinfavourofEmployeesotherthanAD;

(vi) 1,589,065Sharesshallbecategorisedas“ADThreshold 2 ESOP Pool” and shall be utilised

exclusively forgrantofOptions in favourofAD; and

(vii) 1,747,189 Shares shall be categorised as“Other Employees Threshold 2 ESOP Pool”and shall be utilised exclusively for grant ofOptions in favour of Employees other thanAD.

3. Vesting Conditions

A new clause 8.2.4 shall be inserted immediatelyaftertheexistingclause8.2.3of theTCNSESOPScheme2018-2023,asfollows:

8.2.4 Other Employees Additional ESOP Pool

Options granted out of the Other EmployeesAdditional ESOP Pool shall vest in a tranche-wisemanneroveraperiodrangingfrom1 (one)to5(five)yearsfromthedateofgrant,asmaybedetermined by the Nomination and Remuneration Committee at the time of each grant.

4. Theexistingclause9.1oftheTCNSESOPScheme2018-23shallbesubstitutedasbelow:

The Exercise price for each share comprisingtheoptionsgrantedtoaparticipantshallbeINR373.26/-(IndianRupeesThreeHundredSeventyThreeandTwentySixpaiseonly) orasmaybedecided by the Nomination and remunerationcommittee.

5. A new Part A - 1 shall be inserted immediatelyafter Part A of Annexure I of the TCNS ESOPScheme2018-2023,asfollows:


Notice (Contd.)

Part – A1

[tobeusedforgrantofOptionsunderOtherEmployeeAdditionalESOPPool]

Date:[�]

To,

Mr./Ms./Mrs.[�]

[�]

Subject: Grant Letter pursuant to the Scheme 2018-23

Dear[�]

We are pleased to inform you that your name has been recommended and approved by the Nomination andRemunerationCommitteeforgrantofOptionsundertheScheme2018-23.

ThedetailsoftheproposedgrantofOptionsinyourfavourareasunder:

Name of the Employee: [�]

Employee ID: [�]

Designation: [�]

Department: [�]

No. of Options granted: [�]

No. of Shares Subject to each Option:[�][insertnumber]

Grant Date: [�]

Exercise Price per Share:INR[�]/-(IndianRupees[�]only)orsuchotherhigheramountasmaybedeterminedbytheNomination and Remuneration Committee at its discretion.

Vesting Schedule:TheOptionsshallvestinyouautomaticallyuponexpiryof[insertquantumofOptionsthatwillvestineachtrancheandidentifythetimelineforvestingrangingfrom1(one)to5(five)yearsfromtheGrantDate,asdeterminedbytheNominationandremunerationCommitteeinrelationtothisgrantofOptions].

Exercise of Vested Options:YoushallbeentitledtoexercisetheVestedOptionsinaccordancewiththeprocedureandtimelinessetoutintheScheme2018-23.

YouunderstandandagreethattheOptionsaregrantedsubjecttoandinaccordancewiththetermsoftheScheme2018-23annexedhereto.YouagreeandundertaketobeboundbythetermsoftheScheme2018-23andthetermsoftheOptionssetforthintheScheme2018-23.Fromtimetotime,uponrequestfromtheCompany,youagreetoexecuteanydocuments,agreements,formsand/orprovidesuchundertakings,asmayberequiredtoimplementtheScheme2018-23.

ThisletterandtheScheme2018-23alongwiththedocumentsenvisagedthereinconstitutetheentireagreementbetweenyouandtheCompanyinconnectionwiththeemployeestockoptionoftheCompanyandsupersedeallpreviouscommunicationorcommitmentsmadetoyou,whetherinwritingorotherwise,onthismatter.

ThetermsnotdefinedunderthislettershallhavethemeaningascribedtothemintheScheme2018-23annexedhereto.

WetakethisopportunitytothankyouforyourcontributiontotheCompanyandlookforwardtoyoursupportandcommitment.

Kind regards,

______________________

ForandonbehalfofTCNSClothingCo.Limited

By:

***********************




TheNominationandRemunerationCommitteerecommendstomembersof theCompanyfortheamendmentofTCNSESOPScheme2018-23regardingthevestingscheduleofungrantedportionintermsofRegulation7ofTheSEBI (SBEB) Regulations, 2014.

ThesaidSchemeisinconformitywiththeSEBI (SBEB)Regulations,2014andtheCompanyhasnotgrantedanyfreshgrantofoptionstoemployeesasondateafterthepublicissueoftheCompany,andthesamehasbeenverifiedandconfirmedbytheStatutoryAuditorsoftheCompany.

The Board and Nomination and Remuneration Committee recommends the Resolution at Item No. 10 of the accompanyingNotice,fortheapprovalofthemembersoftheCompanybywayofSpecial Resolution.

TheDirectors(excludingIndependentDirectors)andKeyManagerialPersonsoftheCompanymaybedeemedtobeconcernedorinterestedintheResolutiontotheextentoftheemployeestockoptionsgranted/maybegrantedtothem.Exceptthem,noneoftherelativesoftheDirectorsoftheCompanyoroftheKeyManagerialPersonneloftheCompanyareconcernedorinterestedinthepassingoftheResolutionatItemNo.10.

Notice (Contd.)

On order of the Board of Directors


Sd/-Piyush Asija

Date:May28,2019 Company Secretary and Compliance OfficerPlace: New Delhi ACS21328


Notice (Contd.)

Annexure – ADETAILS OF DIRECTORS SEEKING RE-APPOINTMENT AND SEEKING FIXATION OF REMUNERATION AT THE

FORTHCOMING ANNUAL GENERAL MEETING[Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and

Clause 1.2.5 of Secretarial Standards-2 on General Meetings]

Name of the Director Mr Onkar Singh Pasricha Mr Anant Kumar DagaDate of Birth 21/09/1950 28/04/1977

Age (years) 69 42

DateoffirstAppointment 03/12/1997 07/09/2016

RelationshipwithDirectors,Manager and other KMP

NotrelatedtoanyDirectoroftheCompany NotrelatedtoanyDirectoroftheCompany

Expertise in specificfunctional area

HasbeenChairmanoftheCompanysinceits foundation and has more than 40 years ofexperienceintheapparelindustry.

Mr. Anant Kumar Daga joined TCNS Clothing Co. Limited as a Chief Executive OfficerwitheffectfromMarch16,2010andhasbeenontheBoardsinceSeptember7,2016.PriortojoiningourCompany,AnantKumar Daga has worked with Reebok and with ICICI bank.

Qualification B-Tech, Electrical Engineering, IIT-Delhi. Bachelor’s degree in commerce from the UniversityofCalcuttaandapost-graduatediploma in management from IndianInstitute of Management, Ahmedabad

Experience Heholdsabachelor’sdegreeintechnologyin electrical engineering from Indian InstituteofTechnology,Delhi.HehasbeenonourBoardsinceDecember3,1997andwaslastre-appointedonJanuary5,2018.Hehasmorethan40yearsofexperienceintheapparelindustry.

Mr. Anant Kumar Daga joined TCNS Clothing Co. Limited as a Chief Executive OfficerwitheffectfromMarch16,2010andhasbeenontheBoardsinceSeptember7,2016.PriortojoiningourCompany,AnantKumar Daga has worked with Reebok, India and with ICICI bank.

Terms and conditions ofappointment/re-appointment

TermsandConditionsofappointmentorre-appointmentareaspertheRemunerationandNominationPolicyoftheCompanyasdisplayed on the Company’s website i.e.www. wforwoman.com.

Terms and Conditions of appointmentor re-appointment are as per theRemuneration and Nomination Policy of the Company as displayed on theCompany’swebsitei.e.www.wforwoman.com.

*Details of remunerationsoughttobepaid

` 3,000,192perannum `26,138,190perannumThe details of remuneration sought to be paidisgivenintheexplanatorystatementannexed to this Notice.

*Remuneration last drawn `2,832,000perannum `24,136,829perannum.

No. of meetings of the Board attended during the year

5outof6Boardmeetings 6outof6Boardmeetings




Name of the Director Mr Onkar Singh Pasricha Mr Anant Kumar DagaBoardMembershipofothercompaniesasonMarch31,2019

1. TCNS Limited2. ImpressionsGlobalPrivateLimited3. TCNSResortsPrivateLimited4. Retailogix India Private Limited5. Elco Systems Private Limited6. TCNSTechnologiesPrivateLimited7. GreentexApparelSolutionsPrivate

Limited8. Goodearth Clothing Co. Private

Limited.

Nil

Chairman/ Member of the Committee of the Board of DirectorsasonMarch31,2019

Nomination and Remuneration Committee Risk Management CommitteeCorporateSocialResponsibilityCommittee

Risk Management CommitteeStakeholdersRelationshipCommittee

Chairman/Member of the Committee of Directors of othercompaniesinwhichhe is a director as on March31,2019

Nil Nil

a) Audit Committee Nil Nil

b) Stakeholders’RelationshipCommittee

Nil Nil

c) Nomination andRemunerationsCommittee

Nil Nil

Number of shares held in theCompanyasonMarch31,2019

6,752,681Shares 3,605,124shares

*RemunerationisexcludingperquisitevalueofEmployeeStockOptionsthathavebeen/maybeexercised.

Notice (Contd.)


Annexure – BInformAtIon As per schedule V of the compAnIes Act 2013

I) GenerAl InformAtIon

1) Nature of industry: Manufacturing and Retailing of women apparel.

2) Date or expected date of Commencement of commercial production: The Company is in operation sinceDecember 3, 1997.

3) Expected date of commencement of activities as per project approved by financial institutions: NotApplicable

4) Financial Performance: The Financial performance of the Company for Financial Year ended on March 31,2019 is as under:

particulars (` in million)Turnover/Net Sales 11,479,.53

Other Income 75.21

Total Expenditure (excluding depreciation and interest) 9,938.51

Profit/(Loss)beforetax 1,616.23

5) Foreign investments or Collaborators: Not Applicable

II) InformAtIon ABout the mr. AnAnt KumAr dAGA:

1) Background Details:

Name Mr. Anant Kumar Daga

Father’s Name Sh. Krishan Kumar Daga

Age 42 years

Qualification Bachelor’s degree in commerce from the University of Calcutta and a post-graduate diploma in management from Indian Institute of Management, Ahmedabad

Past Experience Mr.AnantKumarDagajoinedTCNSClothingCo.LimitedasaChiefExecutiveOfficer with effect from March 16, 2010 and has been on the Board sinceSeptember 7, 2016. Prior to joining our Company, Anant Kumar Daga has worked with Reebok, India and with ICICI bank.

2) Past Remuneration (FY 2018-19)

Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961- ` 2,29,80,708/- per annumContribution to PF- 11,27,321/-

Value of perquisites u/s 17(2) Income-tax Act, 1961 including ESOP exercised – ` 59,57,74,942

3) Recognition or Awards:

-Featured in the Economic Times’ 40 under 128 list of India’s hottest business leaders for 2017

-Brand Professional of the Year 2017 – Mr. Anant Kumar Daga (M.D. - TCNS Clothing), By CMAI

4) Jobprofileandsuitability:

Mr.AnantKumarDaga joinedTCNSClothingCo. Limitedas aChiefExecutiveOfficerwitheffect fromMarch16,2010andhasbeenontheBoardsinceSeptember7,2016.PriortojoiningTCNSClothingCo.Ltd.,Anant Kumar Daga has worked with Reebok, India and with ICICI bank.

5) Remuneration Proposed: As stated in the Explanatory Statement at Item No. 5 of this Notice.

6) Comparativeremunerationprofilewithrespectstoindustry,sizeoftheCompany,profileoftheposition

Notice (Contd.)




Notice (Contd.)

andperson:

TheremunerationasproposedofMr.AnantKumarDaga iscomparable to thatdrawnby thepeers inthesimilarcapacityintheindustryandiscommensuratewiththesizeoftheCompanyandnatureofitsbusinesses.MoreoverinhispositionasManagingDirectoroftheCompany,Mr.DagadevotessubstantialtimeinoverseeingtheoveralloperationsoftheCompany.

6) PecuniaryrelationshipwiththeCompanyorrelationshipwiththemanagerialpersonnel,ifany:

Besides theremunerationproposed,Mr.AnantKumarDagadoesnothaveanypecuniaryrelationshipwiththeCompany,excepteligibilityforESOPoptionsaspertheESOPSchemesoftheCompany.

III. OTHER INFORMATION

1. Reasonsoflossorinadequateprofits:NotApplicable.

2. Stepstakenorproposedtobetakenforimprovement/Expectedincreaseinproductivityandprofits:NotApplicable

3. Expected increase in productivity and profits inmeasurable terms: The Company has taken variousinitiatives to maintain its leadership, improve market share and financial performance. It has beenpursuingandimplementingitsstrategiestoimprovefinancialperformance.

IV. DISCLOSURES:

1. Remunerationpackageofthemanagerialperson:Fullydescribedintheexplanatorystatementasstatedabove.

2. DisclosuresintheBoardofDirectors’reportundertheheading‘CorporateGovernance’includedinAnnualReport for the FY 2018-19: The requisite details of remuneration etc. of Directors are included in theCorporateGovernanceReport,formingpartoftheAnnualReportofFY2018-19oftheCompany.


ROUTE MAP FOR 22nd ANNUAL GENERAL MEETING OF TCNS CLOTHING CO. LIMITED

AGM Venue: Delhi Karnataka Sangha, Rao Tularam Marg, Sector 12, Rama Krishna Puram, New Delhi, Delhi-110022

Scan to Navigate:




To

The Members of TCNS Clothing Co. Limited, (Erstwhile TCNS Clothing Co. Pvt. Ltd)

Your Directors have pleasure in presenting the 22nd Annual Report on the overall business operations of the Company and Audited Statements of Accounts for the financial year ended March 31, 2019 and Auditors report thereon.

FINANCIAL PERFORMANCE

Financial Results

(` in million)Particulars Financial Year

2018-2019Financial Year

2017-2018Revenue 11,479.53 10,009.91Expenses 9,711.27 8,455.53EBITDA 1,843.47 1,621.70Finance costs 5.14 6.71Depreciation and amortisation expense 222.10 166.71Profit before tax 1,616.23 1,448.28Tax Expenses 301.88 467.31Profit for the year 1,314.35 980.97Other Comprehensive Income 3.88 (3.30)Total Comprehensive Income for the year 1,318.23 977.67

Board’s Report

Overview of Company Performance and Operations

The Company EBITDA and PAT were ` 1,843.47 million and ̀ 1,314.35 million respectively against the previous year’s EBITDA and PAT of ̀ 1621.70 million and ̀ 980.97 million respectively, representing a growth of 13.7% and 34.0% respectively.

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR AND STATE OF COMPANY’S AFFAIRS

Significant developments during the year

Initial Public Offering (“IPO”): Your Company, during the financial year under review, filed Prospectus with Registrar of Companies and Securities Exchange Board of India and the same was approved on July 09, 2018. The public issue was completely an Offer for Sale (“OFS”) constituting of up to 1,57,14,038 Equity Shares of Face Value of ` 2/- each. The Company got listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE) on July 30, 2018.

ERP Implementation: Your Company implemented a new ERP w.e.f April 1, 2018. The up-gradation will add strength in data mining capability and enable adoption of newer applications including omni-channel enablers.

Dividend

No dividend was recommended for the financial year as the Company intends to look for expansion opportunities.

Transfer of Funds to Investor Education and Protection Fund

No Funds or shares were transferred to Investor Education and Protection Fund during the year under review.

Reserves

Total comprehensive income for the year of ` 1318.23 million was added to Retained earnings and the balance as at March 31, 2019 stood at ` 2310.45 million.

Your Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2019.

Management Discussion and Analysis Report

The Management Discussion and Analysis for the period under review as required under Schedule V read with Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been dealt with extensively in a separate section forming part of the Annual Report marked and annexed as Annexure A on page no. 47

Listing

During the year, 8 (eight) existing shareholders of the


Board’s Report (Contd.)

Company diluted their shareholding through an initial public offer of 15,714,038 equity shares of face value of ` 2/- each (the “equity shares”) for cash at a price of `

716/- per equity share (the “offer price”) aggregating to ` 11,251.25 million (the “offer”) as an offer for sale. The equity shares of your Company were listed at the Bombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE) on July 30, 2018. Further, the Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2019-20.

ESOP Allotment

During the year under review, the Company has allotted 43,03,660 (Forty three lakhs three thousand six hundred and sixty only) Equity Shares of ` 2/-(Rupees Two) each under TCNS ESOP Scheme 2014-17, thereby the paid-up equity capital of the Company increased by ` 86,07,320/-(Rupees Eighty six lakhs seven thousand three hundred and twenty Only)

Conversion of CCRDs (Compulsory Convertible Reedemable Debentures)

The company has issued an aggregate of 12,98,132 CCRDs of face value of ` 1/- (Rupee One) each to Mr. Onkar Singh Pasricha and Mr. Arvinder Singh

Pasricha at a premium, pursuant to approval of the Shareholders through resolutions dated January 5, 2018. These CCRD’s were converted into 6,49,066 Equity Shares of ` 2/- each, aggregating to ` 12,98,132 (Twelve lakhs ninety eight thousand one hundred and thirty two only), on May 28, 2018 by approval of the Board.

Material changes and commitments

There are no material changes and commitments effecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relates and the date of the report. Further, there has been no change in the nature of business of the Company during the year.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo.

Details of energy conservation, technology absorption, in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of theCompanies (Accounts) Rules, 2014 are annexed andmarked as Annexure ‘B’ to this Report. The details offoreign earnings and outgo are as follows:

Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

(` in million)Particulars 2018-19 2017-2018 Foreign Exchange Inflow 59.38 38.21Foreign Exchange Outflow 5.66 2.20

Directors and Key Managerial Personnel

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Onkar Singh Pasricha (DIN - 00032290), Chairperson and Executive Director of the Company, retiring by rotation at the ensuing Annual General Meeting being eligible for reappointment, offers himself for re-appointment. The brief resume of the Director seeking re-appointment along with the other details as stipulated under Regulation 26 and 36 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Secretarial Standards on General Meetings (SS-2), is provided in the Notice for convening 22nd Annual General Meeting of the Company.

Further, there are no changes in the directorships during the financial year under review.

Key Managerial Personnel

Mr. Anant Kumar Daga, Managing Director of the Company, Mr. Venkatesh Tarakkad, Chief Financial Officer and Mr. Piyush Asija, Company Secretary and Compliance Officer of the Company continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and Section 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Director’s Responsibility Statement

Pursuant to section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that:

i. The applicable accounting standards have beenfollowed with no material departure, in thepreparation of the accounts for the financial yearended March 31, 2019.




ii. The accounting policies selected were appliedconsistently and the judgments and estimatesmade are reasonable and prudent so as to givea true and fair view of the state of affairs of theCompany as at March 31, 2019 and of the profit ofthe Company for the year ended on that date.

iii. Proper and sufficient care has been taken forthe maintenance of adequate accounting recordsin accordance with the provisions of the Act forsafeguarding the assets of the Company andfor preventing and detecting fraud and otherirregularities;

iv. The annual accounts have been prepared on agoing concern basis.

v. Proper systems have been devised to ensurecompliance with the provisions of all applicablelaws and those systems are adequate andoperating effectively.

vi. The directors had laid down internal financialcontrols to be followed by the Company and thatsuch internal financial controls are adequate andwere operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultant(s) and the reviews made by the Management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and operationally effective during FY 2018-19.

Independent Directors

The Independent Directors are appointed by the Members of the Company and letter of appointment is issued to them as per Schedule IV of the Companies Act, 2013. The terms and conditions of appointment of Independent Directors are disclosed on the website of the Company at https://wforwoman.com/content/tnc-for-independent-directors/. Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 read with regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Familiarisation Programme:

At the time of appointment of a Director, a formal letter of appointment is given to him/her, which inter alia

explains the role, function, duties and responsibilities expected from him/her as a Director of the Company. The terms and conditions of the appointment are also placed on the website of the Company. Each newly appointed Director is taken through a familiarisation program in terms of the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, including interactions with the Managing Director, CFO & the Senior Management of the Company covering all important aspects of the Company.

The Independent Directors were provided with a presentation on the nature of the industry in which the Company operates and the business model of the Company. Further, time to time, necessary presentations, documents, reports, internal policies and updates were provided to them to familiarise them with the Company’s policies, procedures and practices. The policy on Familiarisation Programme for Independent Directors is placed on the website of the Company at https://wforwoman.com/content/corporate-governance-familiarisation/.

Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board has adopted a process for evaluating its performance and effectiveness as well as that of its Committees and carried out an annual evaluation of its own performance, Board Committees and the Directors individually,. The Board and the Nomination & Remuneration committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. The evaluation criteria included various aspects such as, functionality of Board, compositions, process & procedures including adequate & timely information, attendance, delegation of responsibility, decision making, roles & responsibility including monitoring, benchmarking, feedback relationship with the stakeholders and as provided by the Guidance Note on Board Evaluation issued by SEBI dated January 5, 2017. In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, the Board as a whole and the Chairman was also evaluated on the basis of pre-set criterion.



CORPORATE SOCIAL RESPONSIBILITY REPORT (“CSR”)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of its CSR initiatives has undertaken projects/programs in accordance with the CSR Policy. The details of the CSR activities are annexed and marked as Annexure C forming part of this Report. The CSR policy of the Company is available on the website of the Company at https://wforwoman.com/content/lodr-policies/.

SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India.

EMPLOYEES

Particulars of Employees

The disclosure under Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed and marked as Annexure D to this Report.

Employee Stock Option Scheme (ESOS)

The disclosure pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is annexed and marked as Annexure E to this Report.

Disclosure on Sexual Harassment of Women at Workplace

The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. There were three (3) cases of sexual harassment reported during the year under review, which were addressed within prescribed time frame.

GOVERNANCE AND SECRETARIAL

Board and Committees Meetings

The Board has an optimum mix of Executive, Non-Executive and Independent Directors and is headed by Mr. Onkar Singh Pasricha, an Executive Chairman. The Board of the Company is diverse in terms of qualification, competence, experience and expertise which enables it to ensure long term value creation for all stakeholders. As on March 31, 2019 the Board comprises of two executive directors,


one non-executive director and three independent Directors. The details related to meetings of the Board, Directorships, Committees and meetings of Committees are disclosed in the Corporate Governance Report forming part of the Annual Report as Annexure J.

POLICIES OF THE COMPANY

Nomination & Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, the Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Senior Management and their remuneration. The policy forming part of this report is annexed and marked as Annexure F and is also available on the website of the Company at https://wforwoman.com/content/lodr-policies/.

Policy for Determining Material Subsidiaries

The policy for determining the material subsidiaries of the Company is available on the Website of the Company at https://wforwoman.com/content/lodr-policies. There are no subsidiaries of the company as on 31st March 2019.

Dividend Distribution Policy

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates top 500 Listed Companies on their market capitalisation as calculated on the 31st day of March of every year to frame a Policy for Distribution of Dividend. Accordingly, the Company adopted the said Policy in the Board Meeting dated May 28, 2019. This policy aims at laying down a broad framework for considering decisions by the Board of the Company, with regard to distribution of dividend to shareholders and/or retention or plough back of its profits. The Policy is enclosed as Annexure - G of the Report and is also available on the website of the Company at https://wforwoman.com/content/lodr-policies/.

Whistle Blower Policy

The Company has a Whistle Blower Policy to provide vigil mechanism for Directors and Employees to voice their concerns in a responsible and effective manner regarding unethical behavior and actual or suspected fraud or violation of the Company’s code of conduct. It also provides adequate safeguards against victimisation of Directors and Employees who avail the mechanism. The Company affirms that during financial year 2018-2019, no personnel have been




denied access to the Audit Committee to report such instances. The Whistle Blower Policy is available on the website of the Company at https://wforwoman.com/content/lodr-policies/

Risk Management

Pursuant to section 134(3) (n) of the Companies Act,

2013 the Company has developed and implemented a

risk management policy which identifies major risks

which may threaten the existence of the Company .

The same has also been adopted by your Board and is

subject to its review from time to time. Risk mitigation

process and measures have been also formulated

and clearly spelled out in the said policy. The Risk

Management Committee comprises of Mr. Onkar Singh

Pasricha, Mr. Anant Kumar Daga and Mr. Venkatesh

Tarakkad. The policy is available on the website of

the Company at https://wforwoman.com/content/lodr-

policies.

Code of Conduct

The Board of Directors has adopted a Code of Conduct

for Directors and Senior Management of the Company.

An annual affirmation of compliance with the Code

of Conduct is taken from all the Directors and Senior

Management Members of the Company to whom the

Code applies. The Code of Conduct has also been posted

on the website of the Company at https://wforwoman.

com/content/lodr-policies.

The affirmation by the Managing Director that the

Code of Conduct has been complied by the Board of

Directors and Senior Management forms part of the

Corporate Governance report.

Prevention of Insider Trading

The Company has formulated and adopted a Policy

and a Code of Fair Disclosure in accordance with the

requirements of SEBI (Prohibition of Insider Trading)

Regulations, 2015. The Policy lays down the guidelines,

procedures to be followed, and disclosures to be made

while dealing with the securities of the Company,

along with consequences for violation. The policy is

formulated to regulate, monitor and ensure reporting

of deals by designated persons and maintain highest

level of ethical standards while dealing in the

Company’s securities. The Company’s Insider Trading

Policy Code of Fair Disclosure is also placed on the

website of the Company at https://wforwoman.com/

content/insider-trading-policy/.

CSR Policy

The Company has formulated and adopted a Policy on

Corporate Social Responsibility as per the requirement

of Section 135 of Companies Act, 2013 read with

schedule VII of the Act and the same is placed on the

website of the Company at https://wforwoman.com/

content/lodr-policies/.

Web links of the other Statutory Policies of the Company

Name of the Policy Web link

Content Archival Policy https://wforwoman.com/content/lodr-policies/

Code of Business Conduct & Ethics https://wforwoman.com/content/lodr-policies/

Policy Determining Material Subsidiaries https://wforwoman.com/content/lodr-policies/

Policy for Determination of Materiality and Disclosure of Information

https://wforwoman.com/content/lodr-policies/

Policy on Nomination Remuneration and Board Diversity

https://wforwoman.com/content/lodr-policies/

Policy on Dealing with Related Party Transactions https://wforwoman.com/content/lodr-policies/

Risk Assessment and Management Policy https://wforwoman.com/content/lodr-policies/

Preservation of Documents https://wforwoman.com/content/lodr-policies/



General Body Meetings:

During the financial year under review, the 21st Annual General Meeting was held on July 5, 2018. No Extraordinary General Meeting was called or conducted during the year under review.

Pubic Deposits

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

Particulars of Investments, Loans and Guarantees

There were no Investments, Loans and Guarantees provided, as covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder, during the financial year under review.

Significant and Material Orders passed by the Regulators

There were no significant and material orders passed by the Regulators, Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

Environment, Health and Safety

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company ensures safety of all concerned and compliances with environmental regulations. The Company provides a safe and healthy workplace with an aim to achieve zero injuries to all its employees and stakeholders associated with the Company ’s operations.

Extract of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 (“the Act”) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is forming part of this report marked and annexed as Annexure H and also placed on the website of the Company at https://wforwoman.com/content/general-meeting-disclosurefy-2018-19.

Business Responsibility Report

The SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, mandates the inclusion of Business Responsibility Statement (‘BRR’) for top 500 listed companies based on market capitalisation. Business Responsibility Report for the year under review as stipulated under Regulation 34(2) (f) of SEBI (LODR) Regulations integrated BRR is

part of the Annual Report marked and annexed as Annexure I.

Corporate Governance Report

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with Compliance Certificate issued by a Practising Company Secretary in terms of Part E of Schedule V of the said Regulations of the Company forms integral part of Corporate Governance Report marked and annexed as Annexure J.

AUDITORS AND AUDIT REPORT

Adequacy of Internal Financial Controls with reference to the financial statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Further, audit procedures monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating procedures, accounting procedures and policies at all locations of the Company. Based on the audit reports the units undertake corrective action in their respective areas and strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board periodically.

The Board of Directors of the Company have adopted various policies viz. Policy on Related Party Transactions, Whistle Blower Policy, Policy to determine material subsidiaries and other procedures for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Audit Report

There are no qualifications or observations or adverse remarks made by the Auditors in their Report. Further, there were no instances of frauds reported by auditors under sub-section (12) of section 143.

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants., (ICAI Firm Reg. No. 117366W/W-100018) were appointed as Statutory Auditors of the Company by the members at the 20th Annual General Meeting held on August 27, 2017 for a term of 5 consecutive years subject to ratification by the Members at every Annual General Meeting. However, pursuant to the





Companies (Amendment) Act, 2017 and Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, the requirement for ratification of appointment of statutory auditors has been dispensed with.

Secretarial Audit

During the year, the Board of Directors of the Company had appointed Himanshu G and Associates C.P.No.-10398 (Company Secretary in Whole-timePractice) to carry out Secretarial Audit under theprovisions of Section 204 of the Companies Act, 2013and the Rules framed thereunder and Regulation 24 Aof the SEBI (LODR) Regulations, for the Financial Year2018-19. The Secretarial Audit Report for the financialyear ended March 31, 2019 was considered by theBoard in its meeting held on May 28, 2019 and the saidReport given by Secretarial Auditor is annexed to thisReport as Annexure K. The Secretarial Audit Reportdoes not contain any material qualification, reservationor adverse remarks which needs any explanation orcomment of the Board.

RELATED PARTY TRANSACTIONS

Related Party Transactions entered during the financial year under review are disclosed in Note 38 of the Financial Statements. All these transactions entered were at an arm’s length basis and in the

ordinary course of business.

There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the details on the aforesaid related party transactions is forming part of the Annual Report annexed as Annexure L.

HUMAN RESOURCE INITIATIVES

To maintain and develop ongoing competitiveness and adaptability, it is imperative to invest in organisational capability development. The company has been addressing these needs through several initiatives.

Maintenance of Statutory Cost records required under Section 148 (1) of Companies Act, 2013

The Central government has not prescribed maintenance of any statutory records as mentioned under section 148(1) of the Act for the products and services of the Company.

Acknowledgement

Your Directors would like to thank all customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.


Sd/- Sd/-Anant Kumar Daga Onkar Singh PasrichaManaging Director Chairman & Executive DirectorDIN: 07604184 DIN: 00032290

Place: New DelhiDate: May 28, 2019



Annexure ‘B’ The information as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:

(A) ConSeRvATion of eneRgy

The Company continually takes steps to absorb and adopt the latest technologies and innovations in the Garment Industry. These initiatives enable its vendors to become more efficient and productive as the Company expandsand also leads to conservation of energy. Conservation of energy is considered to be a priority and thereforeensuring minimum consumption by way of better energy conservation programmes, training/ awareness ofthe employees and prompt upkeep is a continuous exercise.

(i) The steps taken or impact on conservation of energy: The Company has been continuously encouragingits partners to improve focus on technology improvement and training to ensure efficient use of resources,especially of common resources such as water and energy.

(ii) The steps taken by the Company for utilising alternate sources of energy: Not Applicable

(iii) The capital investment on energy conservation equipments: Not Applicable

(B) TeChnology ABSoRpTion

Your company continues to use the latest technologies for improving the productivity and quality of its products. The Company is keeping track of latest development and advancements in technology and steps are beingtaken to encourage our partners to adopt the same.

The Company continues to make focused investments in technology and operations set-up towards providingseamless shopping experiences and also improving exerience at physical store outlets by use of tablets etc.

(i) The efforts made towards technology absorption: Your Company keeps itself updated on latest technology inthe industry and encourages its partners to invest in the same. Further, as a part of efforts in this regard theCompany provides time to time support to partners with necessary guidance, training and financial support, ifany required.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:With the adoption of new technology from time to time, the efficiency and capacity with respect to manufacturinghas been increased resulting in better quality of products, quicker and more efficient processing at lowercosts.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of thefinancial year)-

The Company does not directly import technology, but encourages its partners to do so.

(a) The details of technology imported: Not Applicable

(b) The year of import: Not Applicable

(c) Whether the technology been fully absorbed: Not Applicable

(d If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

(iv) The expenditure incurred on Research and Development: Not Applicable

for and on behalf of the Board of Directors

Sd/-onkar Singh pasricha

Chairman & executive DirectorDIN: 00032290

Date: May 28, 2019.place: New Delhi




Annexure ‘C’ Corporate Social Responsibility (CSR) Report

1. BRief ouTline of The poliCy: The Company has been undertaking and implementing CSR activities mainlythrough Indus Quality Foundation (“IQF”) and Kalgidhar Society to provide financial assistance to the poor andneedy and to give donations to promote various social, cultural and philanthropic activities. Now in view ofthe latest provisions made in the Companies Act, 2013, the Company is committed to carry out CSR activities/programs more vigorously, in an integrated, planned and time bound manner. CSR Policy of the Company canbe viewed at http: https://wforwoman.com/content/lodr-policies/. The core theme of CSR Policy is giving back tothe society from which it draws its resources. This focus areas are as stated below.

a. Education

b. Sustainability

c. Women Empowerment

d. Agriculture

e. Rural Development Programme

f. Health & Nutrition

g. Slum Area Development

2. CompoSiTion of CommiTTee A Board Committee has been constituted as the CSR Committee that providesoversight of CSR policy and activities to ensure that the CSR objectives of the Company are met. The CSRCommittee comprises:

a. Mr. Onkar Singh Pasricha

b. Ms. Sangeeta Talwar

c. Ms. Neeru Abrol

d. Mr. Bhaskar Pramanik

3. AveRAge neT pRofiTS of The CompAny foR lAST ThRee yeARS: ` 117.16 CRoReS

pReSCRiBeD CSR expenDiTuRe (2% of The AmounT AS in iTem 3 ABove): ` 2.34 CRoReS

4. DeTAilS of CSR AmounT SpenT DuRing The finAnCiAl yeAR:

a. Totalamountspentduringthefinancialyear2018-19:`0.89Crores

b. Amount unspent: `1.68Crores(includescarryforwardamountof0.22CroresforlastFY)

Theunspentamountwouldbespentinnextfinancialyears.TheCompanyplanstospendtheunspentamount in other projects which are in nascent stages.

Annual Report On CSR Activities


Annexure ‘C’ Corporate Social Responsibility (CSR) Report (Contd.)

c. Mannerinwhichtheamountspentduringthefinancialyearisdetailedbelow:

S no

CSRprojectoractivityidentified Sector in which the project is covered

projects or programs(1) local areaor other(2) Specifythestate anddistrict where projects orprograms were undertaken

Amount outlay

(budget) project or programs

wise(in `)

Amount spent on the projects or

programs sub heads:

(1) Directexpenditure

on projects or programs

(2) overheads(in `)

Cumulative expenditure

up to the reporting period (`)

Amount spent:Direct or through implementing Agency

1 Value Education Program for school students of class 4th to 9th

Education Bright Line School, Dehradun

427,977 480,000 480,000 Indus Quality Foundation

2 iQf Club’s(11), IQF Inter School

Events in multiple schools,

Student Training for class 8th

to 12th , IQF Teacher training

workshops conducted in schools

and B.Ed Colleges

Education Delhi NCR 8,083,286 3,684,000

420,000

4,104,000 Indus Quality

Foundation

3 north east operations: Interschool events, mind development programs for children, promoting sports.

Education Guwahati, Assam


4 Rajasthan Rural operations: Student development workshops and Inter School events conducted jointly with RK Mission, Khetri

Education Khetri, Rajasthan


6 uttarakand Rural operations: Self-empowerment workshops for students and teachers, Student Exchange Programs, tree plantation, cleanliness drive, sports activities and science experiments, upgradation of libraries.

Education Mehalcouri, Chamoli Dist and Almora Dist, Uttarakhand


7 KalgidharSociety:Education, Charitable hospitable, Free Medical Camps, Drug Rehabilitation, Disaster Relief programs, School of Spiritual Sciences for girls, Akal Rozgar Yojana & Elementary Teacher Training Academy

Education & Health

Delhi NCR, Ludhiana ,Moga ( Punjab)

- 3,000,000 3,000,000 Kalgidhar Society

8 Others Health Delhi - 50,000 50,000 DirectTotal 88,50,000

5. Responsibility Statement: The Committee reports that implementation and monitoring CSR Policy, is incompliance with CSR objective and Policy of the Company.

Sd/- Sd/-Anant Kumar Daga onkar Singh pasrichamanaging Director Chairperson and executive Director DIN: 07604184 DIN: 00032290

Date: May 28, 2019place: New Delhi




DetailspertainingtoRemunerationasrequiredunderSection197(12)oftheCompaniesAct,2013readwithRule5(1)5(2) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014

(i) Ratio of the remuneration of each Executive Director to the median remuneration of the employees of theCompany for the Financial Year 2018-19, the percentage increase in remuneration of each of the ExecutiveDirector, Chief Financial Officer and Company Secretary during the Financial Year 2018-19:

Sl.no.

name of executive Director/Kmp and Designation no.

Remuneration of Director/Kmp for financial year

2018-19:(17(1)+17(2)+Retirals

% increase in Remuneration in

financial year 2018-19

Ratio of Remuneration

of Director to median

Remuneration of employees

1. Mr. Onkar Singh Pasricha, Chairman and Executive Director

` 28,32,000 /- 0% 15

2. Mr. Anant Kumar Daga, Managing Director

` 619,882,971/- 0% 3383

3. Mr. Venkatesh Tarakkad, Chief Financial Officer

` 1,08,95,479/- 0% 59

4. Mr. Piyush Asija, Company Secretary ` 28,58,135/- (29)% 16

Note:

1. The Non – Executive Directors are not paid any remuneration except the sitting fee and commissionwithin the prescribed limits as disclosed in Annexure J

2. Remuneration of Mr. Anant Kumar Daga includes perquisite value on account of ESOP Options exercisedduring the year amounting to ` 59,57,46,142. Increase in remuneration of Mr Anant Kumar Daga includingESOP perquisite value is 2434%.

3. The % reduction in remuneration of Mr. Piyush Asija is due to incentive paid in previous year which is notapplicable in current year.

(ii) The number of permanent employees as on March 31, 2019 were 3486 and the median remuneration was` 183,240/- annually. The median remuneration of employees (excluding above Directors and KMPs) in FinancialYear 2018-19 has increased by 8.39 %.

(iii) The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy ofthe Company which is uploaded on the website of the Company.

The average percentage increase in the remuneration of Managerial Personnel was 1487.59%. The higher percentage in case of Managerial Personnel remuneration appears so due to value of Employee Stock Options exercised during the year being included in remuneration as per disclosure requirements. The average eligible percentage increase in the salaries of employees other than Managerial Personnel was 9.87%.

Annexure ‘D’ Details of Remuneration of Directors, KMP’s and Employees *


Annexure ‘E’Reg.14DisclosuresinrespectofgrantsmadeinthreeyearspriortoIPOunderTCNSESOPScheme2014-17(AllthebelowmentionedESOPPlansconsolidatedunderTCNSESOPScheme2014-17):

eSop plans Date of grant number of option granted

no. of options exercised

no. of options cancelled

no. of options lapsed

no. of options outstanding as

on march 31, 2019

TCNSEmployeeStock option plan 2014

July 1, 2014 and March 16, 2015

6900000 6867000 - - 33000

TCnS Senior management Stock option plan 2015

November 19, 2015

3925000 2500000 - 125000 1300000


November 19, 2015

600000 5000 - 25000 570000

TCnS Senior executive Stock option plan 2015

November 19, 2015

200000 17631 - - 182369


June 27, 2017 107500 - - - 107500


May 28, 2018 62500 - - - 62500

TotalOptionsoutstandingunderTCNSESOPScheme2014-17asonMarch31,2019.* 2255369

* During FY 18-19; 25000 options lapsed which are added back to the scheme pool. Further there is an ungrantedpool of 5000 options.in TCnS Senior management Stock option plan 2015.

Reg.14DisclosuresinrespectofgrantsmadeinthreeyearspriortoIPOunderTCNSESOPScheme2018-23:

Date of grant number of option granted

no. of options exercised

no. of options cancelled

no. of options lapsed/ forfeited

no. of options outstanding as on

March31,2019February 02, 2018 5072751 - - - 5072751TotalOptionsoutstandingunderTCNSESOPScheme2018-23asonMarch31,2019. 5072751




Disclosurepursuant toRegulation 14 of SEBI (ShareBasedEmployeeBenefits)Regulations,2014, as amended:TCNSESOPScheme2014-17:

A geneRAl DiSCloSuRe

Disclosures in terms of the Guidance note on accounting for employee share-based payments or any other relevant accounting standards: For details please refer to notes to Financial Statement mentioned in Annual Report 2018-19.

B SummARy TCNSESOPScheme2014-17Description TCnS

EmployeeStock option plan 2014


TCnS EmployeeStock option plan 2015




1 Date of Shareholders approval

July 1, 2014 and March 16, 2015

November 19, 2015

November 19, 2015, amended on June 27, 2017

November 19, 2015

November 19, 2015

November 19, 2015

2 Total number of options approved under the scheme*

6900000 3975000 600000 200000 107500 (part of the pool approved under TCNS Senior Management Stock Option Plan 2015)

62500 (part of the pool approved under TCNS Senior Management Stock Option Plan 2015)

3 Date of grant July 1, 2014 and March 16, 2015

November 19, 2015

June 27, 2017 November 19, 2015

June 27, 2017 May 28, 2018

4 options granted 11,795,0005 vesting Schedule Refer Notes

on Vesting Conditions

6 pricing formula At a price as recommended by Board and approved by the Shareholders of the Company7 maximum term of

options granted10 years 10 years 10 years 10 years 10 years 10 years

8 Source of shares Primary Primary Primary Primary Primary Primary9 variation in terms

of optionsEnhanced share limit of the plan from 1,18,00,000 options to 1,38,00,000 on March 16, 2019

NA Amendment to TCNS ESOP Plan 2015 on 27th June, 2017-Change in vesting Conditions.

NA NA NA

10 method used for accounting of eSop

The ESOP’s are measured at fair value of the equity instruments at the grant date, Details are forming part of the financial statements.

Annexure ‘E’ (Contd.)


11 Diluted epS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with ‘Accounting Standard20-earnings per Share’ issued byICAIoranyother relevant accounting standards as prescribed from time to time.

20.60

Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-based payments’ issued by ICAI or any other relevant accounting standards as prescribed from time to time:

All relevant disclosures have been made in the notes to financial statements adequately.

12 Weighted-averageexercise prices andweighted-average fair values of options shall be disclosed separatelyforoptions whose exercise price either equals or exceeds or is less than the market price of the stock.

Nil. Below market price:The Weighted average exercise price of the options excersised post listing of shares are ` 300 per option and Weighted fair market value of Options are ` 117.56 per option.Equal market price: Not ApplicableExceed market price: Not Applicable

C opTionS movemenT DuRing The yeARDescription TCnS

EmployeeStock option plan 2014






1 Options Outstanding at the beginning of the year

1814029 3800000 600000 200000 107500 -

2 Option Granted during the year

- - - - - 62500

3 Options vested during the year

1875000 150000 94218 53750 -

4 Options exercised during the year

1781029 2500000 5000 17631 - -

Weighted average exercise price

76 100 300 100 300 372





5 No. of shares arising as a result of exercise of options during the year

1781029 2500000 - 17631 - -

6 Options cancelled & lapsed during the year

- - 25000 - - -

7 Options Outstanding at the end of the year

33000 1300000 570000 182369 107500 62500

8 Options exercisable at the end of the year

33000 1300000 142500 182369 53750 -

9 Money realised by exercise of options (in ``)

13,53,58,204/- 25,00,00,000/- 1500000 17,63,100/- - -

10 Loan repaid by the trust during the year from the exercise price received

NA

D opTionS gRAnTeD To SenioR mAnAgemenT peRSonnelS

name of the employeewith Designation

no. of options granted during the year

exercise price

NASaurabh Bansal

62500 At a price as decided by Nomination and Remuneration Committee.



e opTionS gRAnTeD To Any oTheR employee who ReCeiveS A gRAnT in Any one yeAR of opTion AmounTing To 5% oR moRe of opTion gRAnTeD DuRing ThAT yeAR;

Nil Nil

f iDenTifieD employeeS who weRe gRAnTeD opTion, DuRing Any one yeAR, eQuAl To oR exCeeDing 1% of The iSSueD CApiTAl (exCluDing ouTSTAnDing wARRAnTS AnD ConveRSionS) of The CompAny AT The Time of gRAnT.

Nil

i A DeSCRipTion of The meThoD AnD SignifiCAnT ASSumpTionS uSeD DuRing The yeAR To eSTimATe The fAiR vAlue of opTionS

ReferNote-Ibelow

Note-I:Methodandsignificantassumptionsused toestimate the fairvalueofoptionsgrantedduring theyearincludingweightedaverageinformation,namely,risk-freeinterestrate,expectedlife,expectedvolatility,expecteddividends,andthepriceoftheunderlyingshareinmarketatthetimeofgrantoftheoption





particulars fiscal 2015 fiscal 2016 fiscal 2017 fiscal 2018 fiscal 2019

TCnS eSop 2014 TCnS Senior management Stock option

plan 2015

TCnS Senior executive

Stock option plan 2015

TCnS Senior management Stock option

plan 2015

TCnSEmployeesStock option plan 2017 & TCnSEmployeesStock option plan 2015amended in June 2017

grant Date July1,2014

march 16,2015

November19,2015 April 1, 2016 June 27, 2017

May28,2018

Weighted

average share price

261.28 261.28 261.28 261.28 261.28 261.28 288.68

Exercise 76.00 80.00 100.00 100.00 100.00 300.00 372Volatility 49.26%-49.39% 49.26%-

49.39%49.26%-49.39%

49.39% 49.26%-49.39%

45.83% 45.17%

Life of the options granted in years

1.88-2.59years 1.88-2.59 2-2.63 1.77-2 2-2.63 years 5 years 5 years

expected dividendsAverage risk free Interest rate

6.85%-6.87% 6.85%-6.87%

6.85%-6.87% 6.85% 6.85%-6.87% 6.68% 7.76%

the method used and the assumptions made to incorporate the effects of expected early exercise

Black Scholes Method

how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility

Based on the historical volatility of historical companies over periods corresponding to the remianing life of respective options.

whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition

N.A.



Disclosure pursuant to Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014, as amended: TCNS ESOP Scheme 2018-23:

A geneRAl DiSCloSuRe Disclosures in terms of the Guidance note on accounting for employee share-based payments or any other relevant accounting standards: For details please refer to notes to Financial Statement mentioned in Annual Report 2018-19.

B SummARy TCNSESOPScheme2018-23Description

1 Date of Shareholders approval TCNS ESOP Scheme 2018-23 was approved by the shareholders on February 02, 2018.

2 Total number of options approved under the scheme

6,467,817

3 Date of grant February 02, 20184 options granted 5,072,7515 vesting Schedule vesting condition Total options (of face value

of ` 2 each)(i) Upfront ESOP Pool: Vest

automatically upon expiry of aperiod of 1 (one) year from thedate of grant i.e. by February 1,2019

1,028,770

(ii) Threshold 1 ESOP Pool:Threshold 1 ESOP Pool shallvest upon the occurrence ofThreshold 1 liquidity event ordeemed Threshold 1 liquidityevent or IPO full exit event.“Threshold 1 Liquidity Event”means:

(a) a sale by the Investor of all orany part of the Shares;or

(b) the Investor having receiveda confirmed offer from a thirdparty for the purchase of allShares held by the Investor, at aprice per Share which is morethan the Threshold 1

Sale Price i.e. ` 947.36/-

1,432,811

(iii) Threshold 2 ESOP Pool:Threshold 2 ESOP Pool shallvest upon the occurrence ofThreshold 2 liquidity eventor deemed Threshold 2liquidity event or IPO full exitevent. “Threshold 2 LiquidityEvent” means: (a) a sale by theInvestor of all or any part of theShares; or

(b) the Investor having receiveda confirmed offer from a thirdparty for the purchase of allShares held by the Investor, at aprice per Share which is morethan the Threshold Sale Pricei.e. ` 1,171.72/-

2,611,171

Total options granted 5,072,751





6 pricing formula At a price as recommended by the Nomination and Remuneration Committee and approved by Shareholders.

7 maximum term of options granted 10 years8 Source of shares Primary9 variation in terms of options NA10 method used for accounting of eSop The ESOP’s are measured at fair value of the equity instruments at the

grant date, Details are forming part of the financial statements11 Diluted epS on issue of shares

pursuant to all the schemes covered under the regulations shall be disclosed in accordance with ‘AccountingStandard20-EarningsPerShare’issuedbyICAIoranyother relevant accounting standards as prescribed from time to time.

NA

Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-based payments’ issued by ICAI or any other relevant accounting standards as prescribed from time to time:

12 Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

NA

C opTionS movemenT DuRing The yeAR

TCNS ESOP Scheme 2018-23

1 Options Outstanding at the beginning of the year

5072751

Weighted average exercise price ` 373.26/-2 Option Granted during the year NA

Weighted average exercise price NA3 Options vested during the year 1,028,770

Weighted average exercise price ` 373.26/-4 Options exercised during the year NA

Weighted average exercise price NA5 No. of shares arising as a result of

exercise of options during the yearNA

6 Options cancelled & lapsed during the year

NA

Weighted average exercise price NA7 Options Outstanding at the end of the

year5,072,751

Weighted average exercise price ` 373.26/-




8 Options exercisable at the end of the year

1,028,770

Weighted average exercise price ` 373.26/-9 Money realised by exercise of options

(in `)NA

10 Loan repaid by the trust during the year from the exercise price received

NA

D opTionS gRAnTeD To SenioR mAnAgemenT peRSonnelS

NameoftheemployeewithDesignation

no. of options granted during theyear

exercise price

Nil Nil Nile opTionS gRAnTeD To Any

employee DuRing The yeAR AmounTing To 5% oR moRe of opTionS gRAnTeD DuRing The yeAR.

Nil Nil-

f opTionS gRAnTeD To Any employee eQuAl To oR exCeeDing 1% of The iSSueD CApiTAl of The CompAny AT The Time of gRAnT

Nil

Description TCNS ESOP Scheme 2018-23i A DeSCRipTion of The meThoD

AnD SignifiCAnT ASSumpTionS uSeD DuRing The yeAR To eSTimATe The fAiR vAlue of opTionS

ReferNote-I

Note-I:Methodandsignificantassumptionsused toestimate the fairvalueofoptionsgrantedduring theyearincludingweightedaverageinformation,namely,risk-freeinterestrate,expectedlife,expectedvolatility,expecteddividends,andthepriceoftheunderlyingshareinmarketatthetimeofgrantoftheoption

particulars GrantDate-February02,2018Weighted average share price ` 288.68Exercise Price ` 373.26Volatility 44.28%Life of the options granted in years 2.75 yearsAverage risk free Interest rate 7.16%expected dividends Nilthe method used and the assumptions made to incorporate the effects of expected early exercise

Nil

how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility

Based on the historical volatility of historical companies over periods corresponding to the

remianing life of respective options.whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition

N.A.





note on vesting Schedules

TCNSEmployeeStockOptionScheme14-17

TCNS Senior Management Stock Option Plan 2015

Date of vesting vesting condition Total options of ` 2 each

April 01, 2017 EBITDA of the Company for FY 2016-17 exceeds INR 1500* million

1,875,000

April 01, 2018 EBITDA of the Company for FY 2017-18 exceeds INR 1900* million

1,875,000

On completion of one year from the date of Grant or the date of achieving the vesting condition, whichever is later

Launch of website as well as the mobile application for online sales

50,000

Monthly sales via online platforms on or before June 30, 2016 exceeds INR 60 million

25,000

Monthly sales via online platforms on or before September 30, 2016 exceeds INR 10 million but not more than INR 90 million

25,000

Monthly sales via online platforms on or before September 30, 2016 exceeds INR 90 million

50,000

Monthly sales via online platforms on or before December 31, 2016 exceeds INR 50 million

50,000



April 01, 2017 4.5% (Incremental EBITDA i.e. EBITDA 16-17 minus EBITDA 15-16) / 15 EBITDA/Number of shares (Value per share) – ExercisePrice.

200,000

April 01, 2018 4.5% (Incremental EBITDA i.e. EBITDA 17-18 minus EBITDA 16-17) / 15 EBITDA/Number of shares (Value per share) – ExercisePrice.

-

* With a flexiblility of 5% on lowerside, subject to approval.In case of a Liquidity Event, the next tranche of Optionsdue, if any for Vesting shall be deemed to have been vested on the date of Liquidity Event or one from the date ofgrant, whichever is later.

TCNS Employee Stock Option Plan 2017


July 01, 2018 Continuing in employment of the Company until completion of Vesting Period of 1 year from the Grant Date 26,875

May 15, 2019 Continuing in employment of the Company until date of Vesting 26,875

May 15, 2020 Continuing in employment of the Company until date of Vesting 26,875

Date of listing of shares of the Company post IPO or the date of completion of 1 year of Vesting Period, whichever is later

Continuing in employment of the Company until successful IPO of the Company 26,875



TCNS Employee Stock Option Plan 2015 (Amended In 2017)


July 01, 2018 Continuing in employment of the Company until completion of Vesting Period of 1 year from the Grant Date

150,000

July 01, 2019 Continuing in employment of the Company until completion of Vesting Period of 2 years from the Grant Date

150,000


150,000


150,000

TCNS Employee Stock Option Plan 2018


May 28, 2019 Continuing in employment of the Company until date of Vesting

15,625


15,625


15,625


15,625




Annexure ‘F’Policy On Nomination, Remuneration And Board Diversity[Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

effective Date: February 2, 2018 and amended on February 8, 2019.

1. pReAmBle

The Board of Directors (the “Board”) of TCNS Clothing Co. Limited (“Company”) on the recommendation of Nomination and Remuneration committee (the “Committee”) has approved and adopted this nomination, remuneration and board diversity policy (the “Policy”) in compliance with the provisions of Section 178 of the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“listing Regulations”).

2. oBJeCTiveS

The main objectives of this Policy are:

(a) To lay down the criteria and the termsand conditions with regard to identifyingthe relevant person(s) who are qualifiedto become directors (executive and non-executive including independent directors),key managerial personnel (“KMP”) andpersons who may be appointed in seniormanagement positions.

(b) To lay down criteria for determining theCompany’s approach to ensure adequatediversity in its Board.

(c) To retain, motivate and promote talent and toensure long term sustainability of talentedmanagerial persons and create competitiveadvantage for the Company.

(d) To determine remuneration frameworkof directors, KMPs and other seniormanagement personnel keeping in view allrelevant factors including industry trendsand practices.

3. ATTRiBuTeS, QuAlifiCATionS AnD DiveRSiTy

DirectorsandKeyManagerialPersonnel

(i) The Committee shall be responsiblefor identifying a suitable candidate forappointment as director or as KMP of theCompany.

(ii) The Company recognises the benefits of

having a diverse Board and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage. On such basis, the Board of the Company consists of such number of directors as is necessary to effectively manage the Company, subject to a minimum of 3 (three) and maximum of 15 (fifteen) directors with an appropriate combination of executive, non-executive, independent director and woman director. The Company shall also appoint a Chairman and a Managing Director or Chief Executive Officer. The Company shall ensure that the role of the Chairman and Managing Director or Chief Executive Officer shall not be exercised by the same individual.

(iii) While evaluating a person for appointment/ re-appointment as Director or as KMP,the Committee shall consider and evaluatenumber of factors including but not limitedto background, knowledge, skills, abilities(ability to exercise sound judgement),professional experience and functionalexpertise, educational and professionalbackground, personal accomplishment,age, experience, understanding of thetelecommunication sector / industry,marketing, technology, finance and otherdisciplines relevant to the business etc. andsuch other factors that the Committee mightconsider relevant and applicable from time to time towards achieving a diverse Board. Thedirector or KMP will also be able to devotesufficient time and efforts in discharge ofduties and responsibilities effectively.

(iv) The Committee shall ensure that theproposed director satisfies the followingadditional criteria:

• Eligible for appointment as a directoron the Board of the Company and isnot disqualified in terms of Section 164and other applicable provisions of theCompanies Act 2013 and the SEBI (LODR)Regulations.

• A Managing Director or Whole-timeDirector or Manager should in additionto the above fulfil the conditions specified


in Section 196 of the Act.

• The Company shall not appoint orcontinue the employment of any personas Managing Director / Whole TimeDirector/ Manager who is below theage of twenty-one years or has attainedthe age of seventy years. Further,Company shall not appoint or continuethe employment of any person as non- executive director who has attained theage of seventy years.

Provided that such aforesaid thresholdage may be extended beyond the ageof seventy years with the approvalof shareholders by passing a specialresolution based on the explanatorystatement annexed to the notice forsuch motion indicating the justificationfor such extension.

• Does not hold directorship in more than20 (twenty) companies (including privateand public limited companies) or 10 (ten)public limited companies incorporatedin India.

(v) A whole time KMP of the Company shallnot hold office in more than one companyexcept in its subsidiary company at the sametime. However, a whole-time KMP can beappointed as a Director in any company, withthe permission of the Board of Directors ofthe Company.

(vi) While evaluating a person for appointment /re-appointment as an independent director,the Committee shall ensure that the proposed appointee satisfies the following additionalcriteria:

• Meet the baseline definition and criteriaof “independence” as set out in Section149 of the Companies Act, 2013 and otherapplicable laws.

• shall not hold the position ofindependent director in more than 7(seven) Indian listed companies andif serving as a whole-time director/managing director in any Indian listedcompany then in not more than 3 (three)Indian listed companies as requiredand specified under Regulation 17AofSEBI (Listing Obligation and Disclosure

Annexure ‘F’Policy On Nomination, Remuneration And Board Diversity (Contd.)

Requirements) Regulations,2015.

• Should not hold any board / employmentposition with a competitor in thegeographies where the Company isoperating. However, the Board mayin special circumstances waive thisrequirement.

(vii) The re-appointment / extension of term ofany board members shall be on the basis oftheir performance evaluation report.

Note: Senior Management means officers/personnel of the Company who are members of its core management team excluding the Board of Directors and normally this shall comprise of all members of management one level below the Chief Executive Officer/ Managing Director/ Whole Time Directors/ Manager (including Chief Executive Officer/manager in case they are part of the board) and shall specifically include company secretary and chief financial officer.

4. TeRm/ TenuRe

(a) Managing director/ Whole Time Director/Manager

The Company shall appoint or re-appoint anyperson as its Managing Director and CEO orwhole time Director for a term not exceedingfive years at a time. Re-appointment shall bemade before the expiry of term, based on anevaluation of the performance for a minimum period of three years.

(b) Independent Director

An Independent Director shall hold office fora term up to five consecutive years on theBoard of the Company and will be eligiblefor re-appointment on passing of a specialresolution by the Company and disclosure ofsuch appointment in the Board’s report.

5. RemuneRATion poliCy

(a) Board Members

The overall limits of remuneration (includingthe sitting fees and profit linked commissionof the Board members including executiveboard members (i.e. managing director,whole-time director, executive directors etc.)and non-executive directors are governedby the provisions of the Companies Act, 2013and rules made thereunder and approval




Annexure ‘F’Policy On Nomination, Remuneration And Board Diversity (Contd.)

obtained from the shareholders of the Company.

Within the overall limit approved by the shareholders, on the recommendation of the Committee, the Board shall determine the remuneration. The Board can determine different remuneration for different Directors on the basis of their role, responsibilities, duties, time involvement etc.

An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

Any remuneration paid to Director for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of this clause (a) if the following conditions are satisfied:

i) The Services are rendered bysuch Director in his capacity as theprofessional; and

ii) In the opinion of the Committee, thedirector possesses the requisitequalification for the practice of thatprofession.

(b) Remuneration to Key Managerial Personnel(other than Managing Director and Whole-Time Director), Senior Managerial Personnel.

The remuneration of KMP’s (other thanmanaging director and whole-time director),Senior Management shall be approved by theBoard and any revision thereof shall be doneas per the compensation and appraisal policyof the Company.

The remuneration payable to KMP’s (otherthan managing director and whole-timedirector), Senior Management Personnelshall consist of (a) fixed pay, which is payablemonthly and include basic pay, contributionsto retirement benefits, house rent allowanceor company-leased accommodation and other allowances as per the Company’s policy; (b)variable pay (paid at the end of financial year)directly linked to the performance of the

individual employee (i.e. achievement against pre-determined KRA’s), his / her respective business unit and the overall Company performance; (c) long term incentive / ESOPs, as may be decided by the Committee from time to time.

The Committee may periodically review the remuneration payable to the directors, Senior Management personnel and Key Managerial personnel and recommend any revision thereof on the basis of financial condition of the Company and performance of the director, senior management personnel and or key managerial personnel.

(c) Loan and advances to directors, keymanagerial personnel, and seniormanagement personnel The Committee shallreview and approve the loans and advancesto directors in line with the requirementsof provisions of Companies Act, 2013 andrules made there under. Loans and advancesto key managerial personnel, seniormanagement should be as per the company’scompensation and appraisal policy.

6. peRfoRmAnCe evAluATion of DiReCToRS

The Nomination and Remuneration Committee shall specify the manner and criteria for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, or by Committee or by an independent external agency and review its implementation and compliance.

7. DiSCloSuReS By The CompAny

This Policy shall be disclosed in the Company’sAnnual Report.

8. AmenDmenT To The poliCy

The Committee is authorised to amend the Policy togive effect to any changes / amendments notifiedby Ministry of Corporate Affairs or Securitiesand Exchange Board of India with regards to anymatter covered by this policy. Thereafter, thisPolicy shall be placed before the Board for notingand ratification. Any questions and clarificationsrelating to this Policy should be addressed to theCompany Secretary.


Annexure ‘G’ Dividend Distribution PolicypReAmBle:

The Securities Exchange Board of India (SEBI) vide its notification dated July 08, 2016 has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), by inserting Regulation 43A, making it mandatory for the top 500 listed Companies based on the market capitalisation (calculated as on March 31 of every financial year) to formulate a Dividend Distribution Policy, which shall be disclosed in their annual report and on their website.

This Policy sets out the parameters and circumstances that will be taken into account by the Board of Directors of TCnS CloThing Co. limiTeD (“the Company”) in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. This policy has been adopted by the Board of Directors of the Company at its meeting held on May 28, 2019, being the effective date of this Policy. The Policy may be reviewed from time to time and it shall be open to the Board to vary or rescind the Policy. The policy is displayed on the website of the Company at https://www.wforwoman/lodrpolicies.

CiRCumSTAnCeS unDeR whiCh The ShAReholDeRS of The CompAny mAy oR mAy noT expeCT DiviDenD:

The Board would declare dividend after keeping in view the Company’s policy of meeting the long-term growth objectives from internal cash accruals.

The Board may consider not declaring dividend or may recommend a lower payout for a given financial year. The Board also considers past dividend history while determining the rate of dividend. The Board may additionally recommend special dividend in special circumstances.

The shareholders of the Company may expect dividend only if the Company is having surplus funds to pay dividends after providing for all the expenses, depreciation and funding required for expansion plans, and after complying with the statutory requirements under the Applicable Laws.

The shareholders of the Company may not expect dividend in the following circumstances, subject to the discretion of the Board of Directors:

• The Company has inadequacy of profits or incurslosses for the Financial Year;

• The Company undertakes/proposes to undertakea significant expansion project requiring higher

allocation of capital;

• The Company undertakes/proposes to undertakeany acquisitions or joint arrangements requiringsignificant allocation of capital.

• The Company has significantly higher workingcapital requirement affecting free cash flow.

• The Company proposes to utilise surplus cash forbuy- back of securities;

• The Company is prohibited to recommend/declare dividend by any regulatory body.

• Any other relevant factors and material events inopinion of the Board

finAnCiAl pARAmeTeRS AnD oTheR inTeRnAl AnD exTeRnAl fACToRS ThAT woulD Be ConSiDeReD foR DeClARATion of DiviDenD:

While determining the nature and quantum of the dividend payout, including amending the suggested payout range as above, the Board would take into account the following factors:

• Financial/Internal Factors:

i. Profitable growth of the Company andspecifically, profits earned during thefinancial year as compared with:

a. Previous years; and

b. Internal budgets,

ii. Cash flow position of the Company,

iii. Accumulated reserves

iv. Earnings stability

v. Future cash requirements for organicgrowth/expansion and/or for inorganicgrowth,

vi. Planned expansion activities includingBrand acquisitions,

vii. Current and future leverage and, underexceptional circumstances, the amount ofcontingent liabilities,

viii. Deployment of funds in short term marketableinvestments,

ix. Long term investments,

x. Capital expenditure(s),and

xi. The ratio of debt to equity (at net debt andgross debt level).

• External Factors:

i. Business cycles,




Annexure ‘G’ Dividend Distribution Policy (Contd.)

ii. Economic environment,

iii. Cost of external financing,

iv. Applicable taxes including tax on dividend,

v. Industry outlook for the future years,

vi. Inflation rate, and

vii. Changes in the Government policies, industry specific rulings & regulatory provisions.

uTiliSATion of ReTAineD eARningS:

The retained earnings of the Company may be used in any of the following ways:

i. Capital expenditure for working capital,

ii. Organic and/or inorganic growth includingexpansion/acquisitions

iii. Investment in new business(es)and/or additionalinvestment in existing business(es),

iv. Declaration of dividend,

v. Capitalisation of shares,

vi. Buyback of shares,

vii. General corporate purposes, including contingencies,

viii. Correcting the capital structure,

ix. Any other permitted usage as per the CompaniesAct, 2013.

pARAmeTeRS wiTh RegARD To vARiouS ClASSeS of ShAReS:

The payment of dividend shall be based on the respective rights attached to each class of shares as per their terms of issue.

moDifiCATion of The poliCy:

This policy will be reviewed and amended as and when required by the Board.

The policy is available on the Company’s website and the link to the policy is https://www.wforwoman/content/lodr-policies/

The policy will also be disclosed in the Company’s Annual Report.

limiTATion AnD AmenDmenT

In the event of any conflict between the Act or the SEBI Regulations or any other statutory enactments (“Regulations”) and the provisions of this policy, the Regulations shall prevail over this policy. Any subsequent amendment / modification in the Regulations, in this regard shall automatically apply to this policy.


Annexure ‘H’ To The Directors’ Report

Form No. MGT-9exTRACT of AnnuAl ReTuRn

AsonthefinancialyearendedonMarch31,2019[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administration) Rules,2014]

i. RegiSTRATion AnD oTheR DeTAilS:

CIN L99999DL1997PLC090978

Registration Date 03/12/1997

Name of the Company TCNS Clothing Co. Limited (erstwhile TCNS Clothing Co. Private Limited.

Category/Sub-Category of the Company Company Limited by Shares/ Indian Non-Government

Address of the Registered office and contact details

Unit No. 112, F/F Rectangle 1, D-4, Saket, District Centre, New Delhi -110017, India.Phone: 011-42193176.E-mail: [email protected];Website: www.wforwoman.com

Phone 011-42193176.

E-mail: [email protected];

Whether listed company Yes

Name, Address and Contact details of Registrar and Transfer

M/s. Karvy Fintech Pvt. Ltd., (Formerly known as KCPL Advisory Services Pvt. Ltd)Karvy Selenium Tower B, Plot No 31 & 32 Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad - 500 032Phone: 040-67161500; Fax: 040-23001153Email id: [email protected]

[email protected]

ii. pRinCipAl BuSineSS ACTiviTieS of The CompAny

Business activities contributing 10 % or more of the total turnover of the Company

S.no. name and Description of main products/services niC Code of the

product/service*% to total turnover of the

Company

1. Manufacturing of Wearing Apparel 141 100

*As per National Industrial Classification – Ministry of Statistics and Programme implementation.

iii. pARTiCulARS of holDing, SuBSiDiARy, JoinT venTuReS AnD ASSoCiATe CompAnieS:

The Company does not have any holding, subsidiary, joint venture and associate company as on March 31, 2019.




Annexure ‘H’ To The Directors’ Report (Contd.)

iv.

ShA

Re

ho

lDin

g p

ATT

eRn

(eQ

uiT

y S

hA

Re

CAp

iTA

l B

ReA

Ku

p A

S p

eRCe

nTA

ge o

f T

oTA

l eQ

uiT

y)

i)Ca

tego

ry-w

iseSh

areHolding

:

Catego

ryofSh

areh

olde

rsn

o. o

f Sh

ares

hel

d at

the

beg

inni

ngofthe

yea

rn

o. o

f Sh

ares

hel

d at

the

end

ofthe

yea

r%

Chan

ge

duri

ng t

he

year

Dem

atPhy

sical

Tota

l%

of

tota

l Sh

ares

Dem

atPhy

sical

Tota

l%

of

tota

l Sh

ares

A.p

rom

oter

s(1)

Ind

ian

a)In

div

idu

als

26

139

375

-2

613

937

54

6.3

719

876

757

-19

876

757

32.4

1(13

.96

)b

) Cen

tral

Gov

ern

men

t/S

tate

Gov

ern

men

t (s)

--

--

--

--

-

c) Fi

nan

cial

Inst

itu

tion

s/B

ank

s-

--

--

--

--

d)A

ny

Oth

er-

--

--

--

--

Sub-total(A)(1):-

2613937

5-

2613937

54

6.3

71987

675

7-

1987

675

732

.41

(13.96)

(2)F

orei

gna)

indi

vidu

als

(non

Res

iden

t in

divi

dual

s/fo

reig

n in

divi

dual

s)

--

--

--

--

-

b)go

vern

men

t-

--

--

--

--

c)in

stit

utio

ns-

--

--

--

--

d) fo

reig

n po

rtfo

lioin

vest

or-

--

--

--

--

e)Any

Other

--

--

--

--

-Su

b-total(A)(2

):--

--

--

--

--

Tota

l sha

reho

ldin

g of

Promoter(A

)=(A

)(1)+(A)(2

)2613937

5-

2613937

54

6.3

71987

675

7-

1987

675

732

.41

(13.96)

B. p

ublic

Sha

reho

ldin

g1.

Inst

itu

tion

sa)

Mu

tual

Fu

nd

s-

--

-2

792

479

-2

792

479

4.5

54

.55

b) F

inan

cial

Inst

itu

tion

s/B

ank

s-

--

-31

98

-31

98

0.0

10

.01

c)V

entu

re C

apit

al F

un

ds

--

--

--

--

-d

)In

sura

nce

Com

pan

ies

--

--

--

--

-e)

FIIs

/FP

Is-

--

-73

538

25

-73

538

25

11.9

911

.99

f) A

ltern

ate

Inve

stm

ent

Fun

ds

--

--

270

502

2-

270

502

24

.41

4.4

1

g) P

rovi

den

t fu

nd

s/P

ensi

on f

un

ds

--

--

--

--

-

h) F

orei

gn V

entu

re C

apit

alFu

nd

s-

--

--

--

--



Catego

ryofSh

areh

olde

rsn

o. o

f Sh

ares

hel

d at

the

beg

inni

ngofthe

yea

rn

o. o

f Sh

ares

hel

d at

the

end

ofthe

yea

r%

Chan

ge

duri

ng t

he

year

Dem

atPhy

sical

Tota

l%

of

tota

l Sh

ares

Dem

atPhy

sical

Tota

l%

of

tota

l Sh

ares

i) C

entr

al G

over

nm

ent/

Sta

te G

over

nm

ent (

s)-

--

--

--

--

j)O

ther

s-

--

--

--

--

Sub-total(B)(1):-

-

--

--

-12

854

524

20.96

20.96

2.N

on-I

nst

itu

tion

sa)

Ind

ivid

ual

si)

Ind

ivid

ual

sh

areh

old

ers

hol

din

g n

omin

al s

har

eca

pit

al u

pto

` 1

lak

h

-

--

-11

799

43

111

799

44

1.92

1.92

ii) I

nd

ivid

ual

sh

areh

old

ers

hol

din

g n

omin

al s

har

eca

pit

al in

ex

cess

of

` 1

lak

h

3539

455

-35

394

556

.28

29

1876

3-

-2

918

763

4.7

6(1.

52)

b) N

BFC

reg

iste

red

wit

hR

BI

--

--

10-

10-

-

c)E

mp

loye

e T

rust

--

--

--

--

-d

)Ove

rsea

s D

epos

itor

ies

--

--

--

--

-e)

An

y O

ther

-D

irec

tors

1759

765

-17

5976

53.

1236

051

24

-36

051

24

5.8

82

.76

-T

rust

--

--

166

48

9-

166

48

90

.27

0.2

7-E

mp

loye

es-

--

120

1618

120

1618

1.96

1.96

-N

on -

resi

den

t In

dia

ns

--

--

1753

08

-17

530

80

.29

0.2

9-

Non

-re

sid

ent I

nd

ian

sN

on-

Rep

arab

le-

--

-58

816

-58

816

0.10

0.10

-C

lear

ing

mem

ber

s-

--

-13

732

-13

732

0.0

20

.02

-Bod

y C

orp

orat

es-

--

-12

519

20

-12

519

20

2.0

42

.04

-Ove

rsea

rs B

ody

Cor

por

ates

(Wag

ner

Lim

ited

)

24

,931

,80

3-

24

,931

,80

34

4.2

318

02

011

9-

180

20

119

29

.39

(14.8

4)

Sub-total(B)(2

):-30

231

02

3-

302

310

23

53.6

32859

1832

-2859

1843

46

.63

(7.0

0)

Total P

ublic

Sha

reho

ld-

ing(B)=(B)(1)+(B)(2

)

302

310

23

-30

231

02

353

.63

414

46

366

14

144

636

767.59

13.96

C.Sh

ares

heldby

Cus

todian

for

gDR

s &

AD

Rs

--

--

--

--

-

Gran

dTo

tal(A+B

+C)

5637

039

8-

5637

039

810

06

132

312

31

613

231

24

100

-




Annexure ‘H’ To The Directors’ Report (Contd.)(ii) Shareholding of promoter

S no

Shareholder’s name Shareholding at thebeginningoftheyear

Shareholding at theendoftheyear

%change in

shareholding during the

year

no. of Shares

% of total Shares of thecom-pany

% of Shares pledged/ encum-beredto totalshares

no. of Shares

% of total Shares of thecom-pany

% of Shares pledged/ encum-beredto totalshares

1 Arvinder Singh Pasricha 12185256 21.61 2.37 9470671 15.44 - (6.17)2 Onkar Singh Pasricha 9192989 16.30 2.37 6752681 11.01 - (5.29)3 Parmeet Pasricha* 3203405 5.68 - 3203405 5.22 - (0.46)4 Saranpreet Pasricha* 1141001 2.02 - 450000 0.73 - (1.29)5 Angad Pasricha* 416724 0.74 - - - - (0.74)

26139375 46.37 4.74 19876757 32.41 - (13.96)

*Parmeet Pasricha, Saranpreet Pasricha and Angad Pasricha are not the promoters of the Company but part of thepromoters’ group.

(iii) Change in promoter Shareholdings.

S no

name of the Shareholder Shareholding at thebeginningoftheyear

Cumulative Shareholding during theyear

no. of shares % of total shares of the Company


1 Arvinder Singh pasrichaAt the beginning of the year 12185256 21.61 - -Date wise increase/ Decrease during the yearAllotted upon conversion of CCD on May 28, 2018

324533 - 12509789 -

Disposed off during IPO through an Offer for Sale on July 26, 2018.

(3039118) - 9470671 -

At the end of the year - - 9470671 15.442 onkar Singh pasricha

At the beginning of the year 9192989 16.30 - -Date wise increase/ Decrease during the yearAllotted upon conversion of CCD on May 28, 2018

324533 - 9517522 -


(2764841) - 6752681 11.01

At the end of the year - - 6752681 11.013 Saranpreet pasricha

At the beginning of the year 1141001 2.02 - -Date wise increase/ Decrease during the yearDisposed off during IPO through an Offer for Sale on July 26, 2018.

(691001) - 450000 0.73

At the end of the year - - 450000 0.734 Angad pasricha

At the beginning of the year 416724 0.74 - -Disposed off during IPO through an Offer for Sale on July 26, 2018.

(416724) - - -

At the end of the year - - - -


Annexure ‘H’ To The Directors’ Report (Contd.)(iv) Shareholding pattern of top ten Shareholders (other than Directors, promoters and holders of gDRs and

ADRs)asonMarch31,2019.

S no


Cumulative Shareholding duringtheyear



1 Wagner LimitedAt the beginning of the year

24,931,803 44.22

Date wise increase/ Decrease during the yearDisposed off during IPO through Offer for sale on July 26, 2018

(6,911,684) 18,020,119 29.39

At the end of the year 18,020,119 29.392 Fidelity Investment Trust Fidelity

International Discovery Fund At the beginning of the year

- - - -

Date wise increase/Decrease during the yearJuly 26, 2018 7,24,883 1.18 7,24,883 1.18August 10, 2018 53,047 0.09 7,77,930 1.27August 17, 2018 19,419 0.03 7,97,349 1.30August 24, 2018 65,912 0.11 8,63,261 1.41August 31, 2018 1,37,156 0.22 10,00,417 1.63September 7, 2018 23,390 0.04 10,23,807 1.67September 14, 2018 38,705 0.06 10,62,512 1.73September 21, 2018 31,930 0.05 10,94,442 1.78September 28, 2018 6,32,851 1.03 17,27,293 2.82October 5, 2018 33,800 0.06 17,61,093 2.87October 12, 2018 5,29,898 0.86 22,90,991 3.74March 31, 2019 - 0.00 22,90,991 3.74At the end of the year 2290991 3.74

3 Vijay Kumar Misra At the beginning of the year 2085545 3.69Date wise increase/ Decrease during the yearDisposed off during IPO through Offer for sale on 26th July 2018

(458022) 1627523 2.65

At the end of the year 1627523 2.654 Goldman Sachs India Limited

At the beginning of the year - - - -

Date wise increase/ Decrease during the yearJuly 26, 2018 697690 1.14 6,97,690 1.14August 3, 2019 290746 0.47 9,88,436 1.61March 31, 2019 - - 9,88,436 1.61At the end of the year - - 988436 1.61





S no





5 Auburn LimitedAt the beginning of the year - - - -Date wise increase/ Decrease during the yearJuly 26, 2018 4,03,393 0.66 4,03,393 0.66August 3, 2019 2,30,000 0.38 6,33,393 1.03September 28, 2018 30,575 0.05 6,63,968 1.08October 5, 2018 82,925 0.14 7,46,893 1.22October 12, 2018 1,16,579 0.19 8,63,472 1.41October 19, 2018 845 0.00 8,64,317 1.41October 26, 2018 36,702 0.06 9,01,019 1.47November 2, 2018 85,371 0.14 9,86,390 1.61March 31, 2019 - 0.00 9,86,390 1.61At the end of the year - - 986390 1.61

6 ICICI Prudential Life Insurance Company LimitedAt the beginning of the year - - - -Date wise increase/ Decrease during the yearJuly 26, 2018 2,11,628 0.35 2,11,628 0.35August 3, 2019 3,26,070 0.53 5,37,698 0.88August 10, 2019 45,864 0.07 5,83,562 0.95August 17, 2019 39,357 0.06 6,22,919 1.02August 24, 2019 2,877 0.00 6,25,796 1.02August 31, 2019 60,262 0.10 6,86,058 1.12September 14, 2018 15,739 0.03 7,01,797 1.14September 21, 2018 2,067 0.00 7,03,864 1.15September 28, 2018 55,792 0.09 7,59,656 1.24October 5, 2018 23,317 0.04 7,82,973 1.28October 12, 2018 1,07,606 0.18 8,90,579 1.45October 19, 2018 35,533 0.06 9,26,112 1.51October 26, 2018 24,083 0.04 9,50,195 1.55November 2, 2018 6,579 0.01 9,56,774 1.56November 9, 2018 6,353 0.01 9,63,127 1.57December 21, 2018 415 0.00 9,63,542 1.57December 31, 2018 555 0.00 9,64,097 1.57January 4, 2019 373 0.00 9,64,470 1.57January 18, 2019 699 0.00 9,65,169 1.57February 22, 2019 (14,168) -0.02 9,51,001 1.55March 1, 2019 (14,980) -0.02 9,36,021 1.53March 8, 2019 (108) 0.00 9,35,913 1.53March 15, 2019 (9,000) -0.01 9,26,913 1.51March 22, 2019 40 0.00 9,26,953 1.51March 31, 2019 - 0.00 9,26,953 1.51At the end of the year - - 9,26,953 1.51



S no





7 Steinberg India Emerging Opportunities Fund LimitedAt the beginning of the year - - - -Date wise increase/ Decrease during the yearJuly 26, 2018 1,72,058 0.28 1,72,058 0.28August 3, 2018 3,27,942 0.53 5,00,000 0.82August 10, 2018 13,063 0.02 5,13,063 0.84August 17, 2018 29,272 0.05 5,42,335 0.88August 31, 2018 57,665 0.09 6,00,000 0.98September 7, 2018 20,000 0.03 6,20,000 1.01October 26, 2018 1,20,000 0.20 7,40,000 1.21January 25, 2019 30,000 0.05 7,70,000 1.26March 31, 2019 - 0.00 7,70,000 1.26At the end of the year - - 7,70,000 1.26

8 Vijay Kumar Thadani At the beginning of the year 750000 1.33 - -At the end of the year - - 750000 1.22

9 Amit ChandAt the beginning of the year 703910 1.25 - -Date wise increase/ Decrease during the yearDisposed off during IPO through Offer for sale on July 26, 2018

(175978) - 527932 -

At the end of the year - - 527932 0.8610 Fidelity Investment Trust Fidelity

Emerging Asia FundAt the beginning of the year - - - -Date wise increase/ Decrease during the year

- 0.00 - 0.00

July 26, 2018 - - - -September 28, 2018 57000 0.09 57,000 0.09October 5, 2018 4500 0.01 61,500 0.10October 12, 2018 54100 0.09 1,15,600 0.19October 26, 2018 19974 0.03 1,35,574 0.22November 2, 2018 2110 - 1,37,684 0.22November 9, 2018 748 - 1,38,432 0.23November 16, 2018 3057 - 1,41,489 0.23November 23, 2018 462 - 1,41,951 0.23November 30, 2018 78957 0.13 2,20,908 0.36December 7, 2018 7006 0.01 2,27,914 0.37December 14, 2018 6898 0.01 2,34,812 0.38December 21, 2018 11675 0.02 2,46,487 0.40December 31, 2018 3731 0.01 2,50,218 0.41January 4, 2019 8356 0.10 2,58,574 0.42January 11, 2019 63953 0.01 3,22,527 0.53January 18, 2019 2972 - 3,25,499 0.53January 25, 2019 4240 0.01 3,29,739 0.54February 1, 2019 20358 0.03 3,50,097 0.57February 8, 2019 4556 0.01 3,54,653 0.58February 15, 2019 17967 0.03 3,72,350 0.61





S no





February 22, 2019 5582 0.01 3,77,932 0.62March 1, 2019 19731 0.03 3,97,663 0.65March 8, 2019 40504 0.07 4,38,167 0.71March 15, 2019 3736 0.01 4,41,903 0.72March 22, 2019 9495 0.02 4,51,398 0.74March 29, 2019 2188 - 4,53,586 0.74March 31, 2019 - - 4,53,586 0.74At the end of the year - - 4,53,586 0.74

(v) ShareholdingofDirectorsandKeyManagerialPersonnel:

S no

name of the director/keymanagerialpersonnel(KMP)

Shareholding at the beginning oftheyear




1 onkar Singh pasrichaAt the beginning of the year 9192989 16.30 - -Date wise increase/ Decrease during the yearAllotted upon conversion of CCD on May 28, 2018

324533 - 9517522 -


(2764841) - 6752681 -

At the end of the year - - 6752681 11.012 Anant Kumar Daga

At the beginning of the year 1759765 3.12 - -Date wise increase/ Decrease during the yearAllotted upon exercise of options under TCNS ESOP-I on June 14, 2018.

1352029 - 3111794 -

Allotted upon exercise of options under TCNS ESOP-I on June 14, 2018.

1750000 - 4861794 -


(1256670) - 3605124 -

At the end of the year - - 3605124 5.883 PiyushAsija

At the beginning of the year - - - -At the end of the year - - 40 -

4 venkatesh TarakkadAt the beginning of the year - - - -At the end of the year - - - -


Annexure ‘H’ To The Directors’ Report (Contd.)v. inDeBTeDneSS

Indebtednessof theCompany including interest outstanding/accruedbutnotdue forpayment (Amount inmillion)

Secured loans

excluding deposits

unsecuredloans

Deposits Totalindebtedness

indebtedness at the beginning ofthefinancialyeari) Principal Amount 2.66 - - 2.66

ii) Interest due but not paid Nil - - Nil

iii) Interest accrued but not due Nil - - Nil

Total(i+ii+iii) 2.66 - - 2.66Change in Indebtedness during the financial year - - - -

• Addition - - - -

• Reduction 0.49 - - 0.49

net Change (0.49) - - (0.49)

Indebtednessattheendofthefinancialyear - - - -

i) Principal Amount 2.17 - - 2.17

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total(i+ii+iii) 2.17 - - 2.17

vi. RemuneRATion of DiReCToRS AnD Key mAnAgeRiAl peRSonnel

A. RemunerationtoManagingDirector,Whole-timeDirectorsand/orManager:

S no

particulars of Remuneration name of mD/wTD/ managermr. Anant

Kumar Dagamr. onkar Singh

pasrichaTotal

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

` 2,29,80,708/- per annum

` 26,01,600/- per annum

` 2,55,82,308/-

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

` 28,800/- per annum

` 28,800/-per annum

` 57,600/-

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

Nil Nil Nil

2 Stock Option 59,57,46,142 Nil 59,57,46,142

3 Sweat Equity Nil Nil Nil

4 Commission- as % of profit- others, specify…

Nil Nil Nil

5 Others, please specify(i) Bonus(ii) Contribution to PF

` 11,27,321/- ` 2,01,600/- ` 1328921/-

Total ` 619882971/- ` 2,832,000/- ` 622714971/-

Ceiling as per the Act Within the Ceiling limit

Within the Ceiling limit





Annexure ‘H’ To The Directors’ Report (Contd.)Perquisitevaluearisingonexerciseofstockoptionsduringtheyearisexcludedforcalculationofceilinglimitsonmanagerial Remuneration.

B. Remuneration to other Directors:

(in `)particulars mr. onkar

Singh pasricha

mr. Anant Kumar Daga

mr. Bhaskar pramanik

mr. naresh patwari

ms. neeru Abrol

ms. Sangeeta Talwar

Commission Nil Nil Nil Nil Nil Nil

Sitting fees Nil Nil 12,50,000 Nil 14,50,000 9,00,000

C. RemunerationtoKeyManagerialPersonnelOtherThanMD/Manager/WTD

S no

particulars of Remuneration KeyManagerialPersonnelMrPiyushAsija

(CompanySecretaryand Compliance

Officer)

mr venkatesh Tarakkad

(Cfo)

1 Grosssalary(a) Salary as per provisions contained in section 17(1) of the

Income-tax Act, 1961` 27,37,759 /- ` 1,04,40,835 /-

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil(c) Profits in lieu of salary under section 17(3) Income-tax

Act, 1961Nil Nil

2 Stock Option3 Sweat Equity Nil Nil4 Commission Nil Nil

- as % of profit Nil NilOthers specify… Nil Nil

5 Others, please specify (Retirement benefits) ` 1,20,376 /- ` 4,54,644 /-Total `28,58,135/- `1,08,95,479/-

vii. penAlTieS/puniShmenT/CompounDing of offenCeS

Therewerenopenalties/punishment/compoundingofoffencesfortheyearendedMarch31,2019.

for and on behalf of Board of Directors

Sd/- Sd/-Anant Kumar Daga onkar Singh pasrichamanaging Director Chairman & executive DirectorDIN: 07604184 DIN: 00032290



Annexure ‘I’Business Responsibility ReportABouT ThiS RepoRT

Pursuant to Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the “Business Responsibility Report” (BRR) of the Company for the financial year 2018-19 forming part of this Annual Report is as follows:

SECTION A: geneRAl infoRmATion ABouT The CompAny

1 Corporate Identity Number of the Company L99999DL1997PLC090978

2 Name of the Company TCNS CLOTHING CO. LIMITED

3 Registered address Unit No. 112, F/F Rectangle 1, D-4, Saket, District Centre New Delhi South Delhi DL 110017 IN

4 Website www.wforwoman.com

5 E-mail id [email protected]

6 Financial Year reported 2018-19

7 Sector(s) that the Company is engaged in (industrial activity code-wise)

141

8 List three key products/services that the Company manufactures/provides (as in balance sheet)

Women’s ethnic top wearDrapes and Bottom wear

9 Total number of locations where business activity is undertaken by the Company

A) Number of National Locations-541 ExclusiveBusiness Outlets

B) Number of International Locations – 12

10 Markets served by the Company National

SECTION B: finAnCiAl DeTAilS of The CompAny

1 Paid up Capital (INR): 122,646,248

2 Total Income (INR million): 11,554.74

3 Total profit after taxes (INR million): 1,314.35

4 Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%):

0.67%

5 List of activities in which expenditure in 4 above has been incurred:

1. Education2. Sustainability3. Women Empowerment4. Agriculture5. Rural Development Programme6. Health & Nutrition7. Slum Area Development

SECTION C: oTheR DeTAilS

1 Does the Company have any Subsidiary Company/ Companies?

No

2 Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent Company? If yes, then indicate the number of such subsidiary company(s)

No

3 Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with; participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]

No




Annexure ‘I’Business Responsibility Report (Contd.)SECTION D: BR infoRmATion

1. Details of Director/Directors responsible for BR

(a) Details of the Director/Director responsible for implementation of the BR policy/policies

1. DIN Number : 07604184

2. Name : Anant Kumar Daga

3. Designation : managing Director

2. Details of the BR head

S.no. particulars Details1 DIN Number (if applicable) 076041842 Name Anant Kumar Daga

3 Designation Managing Director

4 Telephone No. 01142193193

5 E-mail id [email protected]

Principle-wise(asperNVGs)BRPolicy/Policies:

The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility.

These are as follows:

principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.

principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.

principle 3: Businesses should promote the wellbeing of all employees.

principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised.

principle 5: Businesses should respect and promote human rights.

principle 6: Business should respect, protect, and make efforts to restore the environment.

principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.

principle 8: Businesses should support inclusive growth and equitable development.

Principle9: Businesses should engage with and provide value to their customers and consumers in a responsible manner.

Detailsofcompliance(ReplyinY/N)

S no.

Questions p1 p2 p3 p4 p5 p6 p7 p8 P9

1 Do you have a policy/ policies for principles?

Y N Y N N N N Y N

2 Has the policy being formulated in consultation with the relevant stakeholders?

Y N Y N N N N Y N

3 Does the policy conform to any national / international standards?

NA

4 Has the policy been approved by the Board? Is yes, has it been signed by MD/ owner/ CEO/ appropriate Board Director?

NA


Annexure ‘I’Business Responsibility Report (Contd.)

S no.


5 Does the Company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy?

Y N Y N N N N Y N

6 Indicate the link for the policy to be viewed online?

Policies mandated to be displayed on the website of the Company as per the Companies Act and SEBI (LODR) Regulations are displayed at https://wforwoman.com/content/investor-relation.

7 Has the policy been formally communicated to all relevant internal and external stakeholders?

Y N Y N N N N Y N

8 Does the Company have in-house structure to implement the policy/ policies?

Y N Y N N N N Y N

9 Does the Company have a grievance redressal mechanism related to the policy/ policies to address stakeholders’ grievances related to the policy/ policies?

Y N Y N N N N Y N

10 Has the Company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?

Y N Y N N N N Y N

(a) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2options): nA

S no.


1 The Company has not understood the Principles

- - - - - - - -

2 The Company is not at a stage where it finds itself ina position to formulate and implement the policies onspecified principles

- - - - - - - - -

3 It is planned to be done within next 6 months

- - - - - - - - -

4 It is planned to be done within the next 1 year

- - - - - - - - -

5 Any other reason (please specify)#

- √ - √ √ √ √ - √




Annexure ‘I’Business Responsibility Report (Contd.)# Reasons for point 5

Company does consider social, environmental and economic factors in business, but there is no specific policy formulated for these principles. The company has worked on empowering women at grass root levels on social front and launched Harit khadi apparel in collaboration with Solar Charkha mission which empowers rural women. This initiative provides secure jobs to women from rural sections of India. The Company also employs differently abled persons in our stores. Sustainability in fashion is also important, we are experimenting with different kind of sustainable fabrics. We have launched a collection of Livaeco fabric which focuses on sustainability.

governance related to BR

(a) Indicate the frequency with which the Board ofDirectors, Committee of the Board or CEO to assessthe BR performance of the Company. Within 3months, 3-6 months, Annually, More than 1 year:

This is the first Board Responsibility Report beingpublished.

(b) Does the Company publish a BR or a SustainabilityReport? What is the hyperlink for viewing thisreport? How frequently it is published?

This is the first Business Responsibility Reportbeing published for the Financial Year 2017-18 bythe Company. The same will be displayed on thewebsite of the Company www.wforwoman.com.

SECTIONE:PRINCIPLE-WISEPERFORMANCE

Principle1Ethics,TransparencyandAccountability

1. Does the policy relating to ethics, bribery andcorruption cover only the Company? Yes/ No. Doesit extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others?

The Company has formulated a Code of Conduct torun the business in an ethical manner as well asto create a work environment that is conducive toall stakeholders. Further, there is a separate codeof conduct for the senior employees and directorsof the company for which affirmation is sought onan annual basis.

The Company has adopted a Whistle BlowerPolicy through which its directors and employeescan report their genuine concerns aboutunethical behaviour and actual or suspectedfraud or violation of the Company’s code ofconduct. It also provides adequate safeguardsagainst victimisation of persons who uses suchmechanism.

The Company has multiple business partners, vendors, suppliers, and business associates. While these may not directly participate in the Company’s BR initiatives, they may have their own policies and programs with regard to business responsibility.

SectionD:BusinessResponsibility

2. How many stakeholder complaints have beenreceived in the past financial year and whatpercentage was satisfactorily resolved by themanagement? If so, provide details thereof, inabout 50 words or so.

The Company has an investor grievance cumStakeholder relationship committee (SRC) whichreviews shareholders complaints and theirresolution. During the year ended March 31,2019, seven (7) complaints were received fromthe shareholders, all of which were satisfactorilyattended. Further, Customer complaints areaddressed in the normal course of business byCustomer Care Department of the Company.

Principle2ProductResponsibility

1. List up to 3 of your products or services whosedesign has incorporated social or environmentalconcerns, risks and/or opportunities.

The main business of the Company ismanufacturing and retailing of women’s ethnicwear. We encourage our partners to adopt/ensure latest technology to manage environmentconcerns. We have launched collections usingLivaeco and Harit Khadi which focuses onsustainability.

2. For each such product, provide the followingdetails in respect of resource use (energy, water,raw material etc. per unit of product (optional) :

(a) Reduction during sourcing/production/distribution achieved since the previousyear throughout the value chain?

(b) Reduction during usage by consumers(energy, water) has been achieved since theprevious year?

Considering the business model of the Company the said questions are not directly applicable to the Company.

3. Does the Company have procedures in place forsustainable sourcing (including transportation)?



The Company follows principles for sustainable sourcing of products sold by the Company. However, doesn’t have formal procedures in place.

4. Has the Company taken any steps to procuregoods and services from local & small producers,including communities surrounding their placeof work?

The company has worked on empowering women at grass root levels on social front and launchedHarit khadi. The Company procures goods fromsmall scale industries and small producersincluding from communities surrounding itsplace of work.

If yes, what steps have been taken to improvetheir capacity and capability of local and smallvendors?

Company provides, as needed, training, easyfinancing and product development supportservices to its vendors who are small scaleindustries / producers.

5. Does the Company have a mechanism to recycleproducts and waste? If yes what is the percentage of recycling of products and waste (separately as<5%, 5-10%, >10%). Also, provide details thereof, inabout 50 words or so.

Company recycles its packing cartons on anongoing basis which forms a large chunk of itswaste. The Company has engaged KM Globalfor collection, transportation, dismantling, anddisposal of e-waste in compliance with E-WasteManagement & Handling Rules, 2016.

Principle3WellbeingofEmployees

1. Please indicate the Total number ofemployees : 3808

2. Please indicate the Total number ofemployees hired on temporary/contractual/casual basis : 322

3. Please indicate the Number of permanentwomen employees : 1370

4. Please indicate the Number of permanentemployees with disabilities : 43

5. Do you have an employee association that isrecognised by management : No

6. What percentage of your permanentemployees is members of this recognisedemployee association?; Nil

7. Please indicate the Number of complaints

relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year : 1 (One). Same has been resolved subsequently.

8. What percentage of your under mentionedemployees were given safety & skill up-gradation training in the last year?

(a) Permanent Employees : 91.5%

(b) Permanent Women Employees : 99.7%

(c) C a s u a l / T e m p o r a r y / C o n t r a c t u a lEmployees : 8.4%

(d) Employees with Disabilities : 1.1%

principle 4 Responsiveness to Stakeholders

1. Has the Company mapped its internal andexternal stakeholders?

The Company has mapped its internal andexternal stakeholders, viz. shareholders,investors, central and state govt. /regulatoryauthorities, customers, employees, vendors,suppliers, consultants, banks etc.

2. Out of the above, has the Companyidentified the disadvantaged, vulnerable &marginalised stakeholders? Yes

Company provides support on a case to casebasis. E.g. If a small vendor seeks financialsupport, the company evaluates the same.

3. Are there any special initiatives taken by theCompany to engage with the disadvantaged,vulnerable and marginalised stakeholders. Ifso, provide details thereof, in about 50 wordsor so : No

principle 5 human Rights:

1. Does the policy of the Company on humanrights cover only the Company or extendto the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?

The Company regularly engages with NGOsand other social organisations to participatein initiatives as a part of its CSR activities.

2. How many stakeholder complaints havebeen received in the past financial year andwhat percent was satisfactorily resolved bythe management?

The Company has not received anycomplaints relating to human rights duringthe year.




Principle6EnvironmentalResponsibility:

1. Does the policy related to Principle 6 coveronly the Company or extends to the Group/Joint Ventures/ Suppliers/Contractors/ NGOs/others. The Company’s energy managementpolicy.

There is no documented policy, but theCompany encourages all partners to adopttechnology and other initiatives to ensuregood energy management.

2. Does the Company have strategies/ initiativesto address global environmental issues suchas climate change, global warming, etc.?

Tree plantation drives are organised by thecompany regularly.

3. Does the Company identify and assesspotential environmental risks? No

4. Does the Company have any project relatedto Clean Development Mechanism? If so,provide details thereof, in about 50 words orso. Also, if yes, whether any environmentalcompliance report is filed?

Not applicable.

5. Has the Company undertaken any otherinitiatives on – clean technology, energyefficiency, renewable energy, etc.?

The initiatives taken by the Companytowards energy conservation during theyear under review are given in the BoardReport (Annexure B).

6. Are the Emissions/Waste generated by theCompany within the permissible limits givenby CPCB/SPCB for the financial year beingreported?

Not applicable, since the Companyundertakes manufacturing through jobworkers. However, company encourages itspartners to follow good emission and wastemanagement processes.

7. Number of show cause/ legal notices receivedfrom CPCB/SPCB which are pending (i.e. notresolved to satisfaction) as on end of Financial Year.

Nil


Principle7PublicPolicyAdvocacy

1. Is your company a member of any trade andchamber or association? If Yes, Name onlythose major ones that your business dealswith:

The Company has membership with RetailersAssociation of India (RAI) & Confederation ofIndian Industries (CII).

2. Have you advocated/lobbied throughabove associations for the advancementor improvement of public good? Yes/No;if yes specify the broad areas (drop box:Governance and Administration, EconomicReforms, Inclusive Development Policies,Energy security, Water, Food Security,Sustainable Business Principles, Others)

The Company has been participating insome forums on issues and policy matterspertaining to its industry.

principle 8 inclusive growth and equitable Development

1. Does the Company have specifiedprogrammes/ initiatives/projects in pursuitof the policy related to Principle 8? If yesdetails thereof.

The Company’s Corporate SocialResponsibility (CSR) innitiative attempts tointegrate social, environmental and economic concerns in its programs to improve thewelfare of society and stakeholders

2. Are the programmes/projects undertakenthrough in house team/own foundation/external NGO/government structures/anyother organisation?

The Company’s CSR initiatives are mainlyimplemented through partnership withNon-Governmental Organisations (NGOs).Other training & development initiativesare implemented through internal team aswell as with other external subject matterexperts.

3. Have you done any impact assessment ofyour initiative?

No

4. What is your company’s direct contributionto community development projects- Amountin INR and the details of the projectsundertaken?


An amount of ` 88.15 lakhs was spent towards CSR initiatives during the financial year 2018-19. The details thereof are given in the Board Report.

5. Have you taken steps to ensure that thiscommunity development initiative issuccessfully adopted by the community?

Yes, the CSR initiative undertaken bythe Company focuses on communityparticipation, empowerment and communitydevelopment. The Board reviews theseinitiatives.

Principle9EngagementwithCustomers

1. What percentage of customer complaints/consumer cases are pending as on the endof financial year.

As at the end of financial year, there is noongoing consumer case.

2. Does the Company display productinformation on the product label, over and


above what is mandated as per local laws?

The requisite information as mandated as per the local laws (Specifically As per legal metrology laws) is mentioned on the product label of the Company.

3. Is there any case filed by any stakeholderagainst the Company regarding unfair tradepractices, irresponsible advertising and/oranti-competitive behaviour during the lastfive years and pending as on end of financialyear. If so, provide details thereof, in about 50words or so.

There are no cases pending in relationto unfair trade practices, irresponsibleadvertising and/or anticompetitivebehaviour.

4. Did your company carry out any consumersurvey/ consumer satisfaction trends?

Yes, the Company regularly conducts theconsumer survey.




Annexure ‘J’Corporate Governance Report This Report on Corporate Governance forms part of

the Annual Report for the financial year 2018-19. It

assumes a great deal of importance in the Company.

The Company gives its best to achieve business goals,

while fulfilling the role of a responsible corporate

representative, committed to best practices.

To comply with Regulation 34 read with Schedule V of

the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,

2015 [“SEBI (LODR) Regulations”], the report containing

the details of Corporate Governance of TCNS Clothing

Co. Limited (“the Company”/ “TCNS”) is as follows:

CompAny’S philoSophy on CoDe of goveRnAnCe

TCNS is committed to maintain the highest standards

of transparency, accountability and equality in its

working so that the underlying goal of increasing

overall shareholder value can be attained in a sustained

way. We will continuously endeavour to implement

best practices to enhance stakeholder’s value. Your

Company is committed to good Corporate Governance,

based on an effective Independent Board, separation

of supervisory role from the executive management

and constitution of Committees to oversee critical

areas thus upholding standards at all levels ranging

from action plan to performance measurement and

customer satisfaction.

BoARD of DiReCToRS:

The Company is managed and controlled through a

professional Board of Directors (“Board”) comprising of

an optimum combination of Executive, Non-Executive

and Independent Directors. The composition of

the Board of the Company is in conformity with the

provisions of the Securities and Exchange Board

of India (‘SEBI’) Listing Obligations and Disclosure

Requirements, 2015 and the Companies Act, 2013.

The present composition of the Board comprises

of six (6) members out of which three (3) members

are Independent Directors, which constitutes 50

percent of the total strength of the Board. A brief

profile of all the Directors is available on the website

of the Company at https://wforwoman.com/content/

corporate-governanceboard-and-its-committees/.

number of meetings of The Board

The Board met Six (6) times on May 28, 2018, June 14,

2018, July 5, 2018, August 20, 2018, November 2, 2018

and February 8, 2019. The intervening gap between

any two meetings was within the period prescribed

by the Companies Act, 2013 & SEBI (Listing Obligations

and Disclosures Requirements) Regulations, 2015. The

information as mentioned under Part A of Schedule

II of SEBI Listing Regulations has been placed before

the Board for its consideration during the year. Board

meetings are also convened to address specific

additional requirements of the Company. Urgent

matters are also approved by the Board by passing

resolutions through circulation.

None of the Directors on the Board are serving as

an Independent Director in more than seven listed

companies. None of the Directors on the Board is a

Member in more than ten committees and chairperson

of more than five committees, across all the companies

in which they are Directors.

The composition of Board of Directors and Directors

attendance at the Board Meetings and at last Annual

General Meeting of the Company, as also the number

of Directorship/Chairmanships held by them in other

Public Limited Companies, during the Financial Year

2018-19 are given as follows:-


Annexure ‘J’Corporate Governance Report (Contd.)

nam

e of

D

irec

tor

Des

igna

tion

&

Catego

ryn

umbe

r of

Boa

rd

mee

ting

s h

eld

num

ber

of B

oard

m

eeti

ngs

Att

ende

d

Att

enda

nce

at l

ast

Ann

ual

gene

ral

mee

ting

Dir

ecto

rshi

p in

oth

er

Com

pani

es

Com

mit

tee

mem

bers

hip

Com

mit

tee

Chai

rper

sons

hip

Shar

ehol

ding

in

the

compa

ny

nam

e of

the

othe

r lis

ted

com

pani

es w

here

Directorship(categ

ory)

Mr.

On

kar

S

ingh

P

asri

cha

Ch

airm

an-

Ex

ecu

tive

D

irec

tor

(Pro

mot

er)

65

Yes

1N

ilN

il6

752

68

1N

il

Mr.

An

ant

Ku

mar

D

aga

Man

agin

g D

irec

tor

66

Yes

Nil

Nil

Nil

360

512

4N

il

Mr.

Nar

esh

P

atw

ari

Non

-E

xec

uti

ve-N

on

Ind

epen

den

t D

irec

tor

(Eq

uit

y In

vest

or)

66

Yes

1N

ilN

ilN

ilSh

ilpa

Med

icar

e Li

mite

d (N

on-

Ex

ecu

tive

Nom

inee

Dir

ecto

r)

Mr.

Bh

ask

ar

Pra

man

ik

Non

-E

xec

uti

ve-

Ind

epen

den

t D

irec

tor

66

No

23

1N

ilSt

ate

Ban

k o

f In

dia

(Non

- E

xec

utiv

e

Inde

pen

den

t Dir

ecto

r)Sa

nk

hya

Info

tech

Lim

ited

(N

on-

Ex

ecu

tive

Inde

pen

den

t Dir

ecto

r)M

s. N

eeru

A

bro

lN

on-

Ex

ecu

tive

-In

dep

end

ent

Dir

ecto

r

66

Yes

3 5

2N

ilA

pollo

Pip

es L

imite

d( N

on-

exec

utiv

e In

depe

nde

nt D

irec

tor)

AP

L A

pollo

Tu

bes

Lim

ited(

Non

- E

xec

utiv

e In

depe

nde

nt D

irec

tor)

Ms.

S

ange

eta

Tal

war

Non

-Ex

ecu

tive

In

dep

end

ent

Dir

ecto

r

64

No

66

1N

ilC

astr

ol In

dia

Lim

ited

( Non

- ex

ecu

tive

Inde

pen

den

t Dir

ecto

r)Gl

axos

mith

klin

e C

onsu

mer

Hea

lthca

re

Lim

ited

( Non

- ex

ecu

tive

Non

In

depe

nde

nt D

irec

tor)

HC

L In

fosy

stem

s Li

mite

d (N

on-

exec

utiv

e In

depe

nde

nt D

irec

tor)

Not

e: 1

.Dir

ecto

rsh

ips

excl

ud

es p

riva

te c

omp

anie

s, f

orei

gn c

omp

anie

s an

d S

ec 8

com

pan

ies.

2.

Boa

rd c

omm

itte

e m

emb

ersh

ip f

or t

his

pu

rpos

e in

clu

des

Au

dit

Com

mit

tee

and

Sta

keh

old

ers’

Rel

atio

nsh

ip C

omm

itte

e of

pu

blic

lim

ited

an

d l

iste

dC

omp

anie

s.3.

Mem

ber

ship

cou

nt o

f co

mm

itte

es in

clu

des

ch

airp

erso

nsh

ip c

oun

t.

i nte

r se

Rel

atio

nshi

pN

one

of th

e D

irec

tors

of

the

com

pan

y ar

e re

late

d in

ter

se.

Non

- ex

ecu

tive

dir

ecto

rs d

o n

ot h

old

an

y sh

ares

an

d c

onve

rtib

le in

stru

men

ts.




Annexure ‘J’Corporate Governance Report (Contd.)familiarisation program for independent Directors

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected from him/her as a Director of the Company. The terms and conditions of the appointment are also placed on the website of the Company. Each newly appointed Director is taken through a familiarisation program in terms of the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, including interactions with the Managing Director, CFO & the Senior Management of the Company covering all important aspects of the Company. The Familiarisation programmes undertaken are disclosed on the website of the company at https://wforwoman.com/content/corporate-governance-familiarisation/ .

Chart on Competence

name of Director CompetenceandQualificationsMr. Onkar Singh Pasricha He holds a bachelor’s degree in technology in electrical engineering from Indian

Institute of Technology, Delhi. He has been on our Board since December 3, 1997 and was last re-appointed on January 5, 2018. He has more than 40 years of experience in the apparel industry.

Mr. Anant Kumar Daga He holds a bachelor’s degree in commerce from the University of Calcutta and a Post-Graduate Diploma in Management from Indian Institute of Management, Ahmedabad. He joined our Company as a Chief Executive Officer with effect from March 16, 2010 and has been on the Board since September 7, 2016. Prior to joining our Company, Anant Kumar Daga has worked with Reebok, India and with ICICI bank. He also features in the Economic Times’ 40 under 128 list of India’s hottest business leaders for 2017 and has been awarded the ‘Brand Professional of the Year Award’ at the CMAI Apex Awards 2017.

Mr. Naresh Patwari He holds bachelor’s degree in Technology in Mechanical Engineering from Indian Institute of Technology, Kharagpur and a master’s degree in Business Administration from the Tuck School of Business at Dartmouth College, United States. He has been on our Board since August 18, 2016. Naresh Patwari is currently employed with TA Associates Advisory as a Director. He was previously employed with Schlumberger, McKinsey & Company and ICICI Venture.

Mr. Bhaskar Pramanik He holds a bachelor’s degree in Technology from Indian Institute of Technology, Kanpur. He has served as the Chairman of Sun Microsystems India, Managing Director of Oracle India and as Chairman of Microsoft India.

Ms. Neeru Abrol She is an associate member of the Institute of Chartered Accountants of India. She has worked with National Fertilizers Limited (NFL) as its Chairperson and Managing Director. Prior to NFL, she has worked with the Steel Authority of India Limited, holding various management positions.

Ms. Sangeeta Talwar She holds a Post-Graduate Diploma in Management from Indian Institute of Management, Kolkata. She is currently a partner at Flyvision Consulting LLP. She has worked with Nestle India as an Executive Vice President (Marketing), Mattel Inc., India as its Managing Director, Tata Tea as an Executive Director (Marketing) and NDDB Dairy Services as its Managing Director.

The Board has identified that the core competencies required by the company’s management for running its business are relevant industry experience and prior experience of being an independent director and the Board is of the opinion that to discharge the functions effectively all the requisite competency and skills are available with the members of the Board.

All the Independent Directors are Non-Executive Directors as defined under Regulation 16(1) (b) of the

SEBI Listing Regulations read with Section 149(6) of the Companies Act, 2013. The maximum tenure of the Independent Directors is in compliance with the Act. Further, the Independent Directors do not have any other material pecuniary relationship or transactions with the Company, its promoters, its management or its subsidiaries, which may affect the independence or judgment of the Directors.


Annexure ‘J’Corporate Governance Report (Contd.)The Company has taken Directors and Officers insurance (‘D and O insurance’) for all their directors including the Independent Directors. In the opinion of the board, the independent directors fulfill the conditions specified in these regulations and are independent of the management. Further, none of the independent directors resigned during the financial year.

meeting of independent Directors

For the year under review, a separate meeting of the Independent Directors was held without the attendance of Non Independent Directors and members of the management.

Code of Conduct

The Company has a well-defined policy, which lays down procedures to be followed by the employees for ethical professional conduct. The Code of Conduct has been laid down for all the Board Members and Senior Management of the Company. The Board members and Senior Management personnel have affirmed compliance with the Company’s code of conduct for the year 2018-19.This Code has been displayed on the Company’s website.

Board evaluation

The Board has adopted a process for evaluating its performance and effectiveness as well as that of its committees and carried out an annual evaluation of its own performance, Board Committees and the Directors individually pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The Board and the Nomination and Remuneration committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. The evaluation criteria included various aspects such as, functionality of Board, compositions, process & procedures including adequate & timely information, attendance, delegation of responsibility, decision making, roles & responsibility including monitoring, benchmarking, feedback relationship with the stakeholder’s and as provided by the Guidance Note on Board Evaluation issued by SEBI on January 5, 2017. In a separate meeting of the Independent Directors, performance of the Non-Independent Directors,

the Board as a whole and the chairman were also evaluated basis of pre-set criterion.

Obligationswithrespecttoemployeesincludingseniormanagement,keymanagerialpersons,directors

All members of the board of directors and senior management personnel and key managerial personnel have affirmed compliance with the code of conduct of board of directors and senior management for the FY 2018-19. A certificate to this effect given by the Managing Director of the company is given at the end of this report.

InsiderTradingPolicyoftheCompanyandModelCodeof Conduct

To comply with the provisions of Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Prohibition of Insider Trading and the same is uploaded on the website of the Company.

Board Committees

With a view to have a more focused attention on business and for better governance and accountability, the Board has the following mandatory committees:

a. Audit Committee

b. Stakeholders’ Relationship Committee

c. Nomination and Remuneration Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairman of the Committee. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the proceedings of the meetings of all Committees are placed before the Board for review. The Minutes of the Committee Meetings are sent to all members of the Committee individually and tabled at the Board Meetings.

Details of Committees

AuDiT CommiTTee

The Audit Committee of the Board of Directors was constituted in conformity with the requirements of the SEBI (LODR), Regulations, 2015 as well




Annexure ‘J’Corporate Governance Report (Contd.)as Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee are as set out in conformity with the SEBI (LODR), Regulations, 2015 and Section 177 of the Companies Act, 2013. The Audit Committee comprises of four directors viz. Ms. Neeru Abrol, Ms. Sangeeta Talwar, Mr. Bhaskar Pramanik and Mr. Naresh Patwari. Ms. Neeru Abrol is the Chairperson of the Committee. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. Statutory Auditors, Internal Auditors and Chief Financial Officer are permanent invitees to the Committee. The Company Secretary of the Company is the Secretary to this Committee.

The brief terms of Reference of the Audit Committee are as follows:

• Reviewing internal control weaknesses.

• Oversight of the listed entity’s financial reportingprocess and the disclosure of its financialinformation to ensure that the financial statementis correct, sufficient and credible.

• Recommendation for appointment, remunerationand terms of appointment of auditors of the listedentity; approval of payment to statutory auditorsfor any other services rendered by the statutoryauditors; reviewing, with the management, theannual financial statements and auditor’s reportthereon before submission to the board forapproval.

• Reviewing, with the management, the quarterlyfinancial statements before submission to theboard for approval.

• Reviewing and monitoring the auditor’sindependence and performance, andeffectiveness of audit process.

• Approval or any subsequent modification oftransactions of the listed entity with relatedparties.

• Scrutiny of inter-corporate loans and investments;evaluation of internal financial controls and riskmanagement systems.

• Reviewing, with the management, performance

of statutory and internal auditors, adequacy of the internal control systems.

• Reviewing the adequacy of internal audit function,if any, including the structure of the internal audit department, staffing and seniority of the officialheading the department, reporting structurecoverage and frequency of internal audit.

• Discussion with internal auditors of any significantfindings and follow up there on; reviewing thefindings of any internal investigations by theinternal auditors into matters where there issuspected fraud or irregularity or a failure ofinternal control systems of a material nature andreporting the matter to the board.

• Discussion with statutory auditors before theaudit commences, about the nature and scope ofaudit as well as post-audit discussion to ascertainany area of concern.

• To look into the reasons for substantial defaults inthe payment to the depositors, debenture holders,shareholders (in case of non-payment of declareddividends) and creditors.

• To review the functioning of the whistle blowermechanism.

• Approval of appointment of chief financial officerafter assessing the qualifications, experienceand background, etc. of the candidate.

• Carrying out any other function as is mentionedin the terms of reference of the audit committee.

• Review management discussion and analysis offinancial condition and results of operations.

• Review statement of significant related partytransactions submitted by management.

• Review management letters / letters of internalcontrol weaknesses issued by the statutoryauditors.

• Review internal audit reports relating to internalcontrol weaknesses.



During the Financial Year 2018-19, the Audit Committee met four (4) times, on May 28, 2018, November 2, 2018, January 17, 2019 and February 8, 2019.

The attendance of the members of the Committee for the Financial Year 2018-19 is as under:

Committee members Category number of Audit Committee meetings held/ Attended

Ms. Neeru Abrol Independent Director 4/4

Ms. Sangeeta Talwar Independent Director 4/4

Mr. Bhaskar Pramanik Independent Director 4/4

Mr. Naresh Patwari Non - Executive-Non Independent Director

4/4

nominATion AnD RemuneRATion CommiTTee

The constitution and terms of reference of Nomination & Remuneration committee of the Board of Directors is in conformity with the SEBI (LODR), Regulations, 2015 as well as Section 178 of the Companies Act, 2013. The said committee is consisting of four Directors viz., Mr. Bhaskar Pramanik, Ms. Neeru Abrol, Mr. Onkar Singh Pasricha and Mr. Naresh Patwari. Mr. Bhaskar Pramanik is the Chairperson of said Committee.

The brief terms of reference of the Nomination and Remuneration Committee are as follows

• Formulation of the criteria for determiningqualifications, positive attributes andindependence of a director and recommendto the board of directors a policy relatingto the remuneration of the directors, keymanagerial personnel and other seniormanagerial personnel;

• Formulation of criteria for evaluation ofperformance of independent directors andthe board of directors;

• Devising a policy on diversity of board ofdirectors;

• Identifying persons who are qualified tobecome directors and who may be appointedin senior management in accordance withthe criteria laid down, and recommend tothe board of directors their appointment andremoval.

• Review the term of appointment of theindependent director, on the basis ofthe report of performance evaluation ofindependent directors.

• Recommend to the board, all remuneration,in whatever form, payable to key managerialpersonnel and senior management.

During the Financial Year 2018-19, the Committee met four times, on May 28, 2018, August 20, 2018, November 2, 2018 and February 8, 2018.


Committee members Category no. of nRC meetings AttendedMr. Bhaskar Pramanik Independent Director 4/4


Mr. Onkar Singh Pasricha Executive Director 3/4

Mr. Naresh Patwari Non- Executive - Non Independent Director

4/4

The criteria for performance evaluation of Independent Directors covers preparation, participation, conduct and effectiveness of their functioning. The same is available on the Website of the Company at https://wforwoman.com/content/tnc-for-independent-directors/.

The Company’s approved Nomination & Remuneration Policy is available on the Website of the Company at https://wforwoman.com/content/lodr-policies/.





STAKeholDeRS RelATionShip CommiTTee:

The Company has constituted a Shareholders’/Investors’ Grievance Committee. Pursuant to provisions of Section 178 (5) of the Companies Act, 2013 and SEBI (LODR) Regulations.

The brief terms of reference of the Stakeholder Relationship Committee are:

• Resolving the grievances of the security holdersof the Company including complaints related totransfer/transmission of shares, non-receipt ofannual report, non-receipt of declared dividends,issue of new/duplicate certificates, generalmeetings etc.

• Review of measures taken for effective exerciseof voting rights by shareholders.

• Review of adherence to the service standardsadopted by the Company in respect of variousservices being rendered by the Registrar &Share Transfer Agent.

• Review of the various measures and initiativestaken by the Company for reducing the quantumof unclaimed dividends and ensuring timelyreceipt of dividend warrants/annual reports/statutory notices by the shareholders of thecompany.

• Oversee and review all matters connected withthe transfer of the Company’s securities;

• Oversee the performance of the Company’sRegistrars and Transfer Agents;

• Recommend methods to upgrade the standard ofservices to investors;

• Monitor implementation and compliance withthe Company’s Code of Conduct for Prohibition ofInsider Trading;

• Carry out any other function as is referred by theBoard from time to time and / or enforced by anystatutory notification / amendment or modificationas may be applicable;

• Perform such other functions as may be necessaryor appropriate for the performance of its duties.

The Stakeholders Relationship Committeepresently comprises of three directors viz; Ms.Sangeeta Talwar, Mr. Anant Kumar Daga and Ms.Neeru Abrol.

Ms. Sangeeta Talwar (Non-Executive IndependentDirector) is the Chairperson of the said Committee.

` Mr. Piyush Asija, Company Secretary of theCompany acts as the compliance officer of theCompany and Secretary of the Committee.

The Committee met two times during the Financial Year 2018-19 on November 2, 2018 and February8, 2019.


Committee members Category no. of Stakeholder Committee meetings Attended

Ms. Sangeeta Talwar Independent Director 2/2

Mr. Anant Kumar Daga Managing Director 2/2


investor grievances/ Complaints

The details of the Investor Complaints received and resolved during the Financial Year ended March 31, 2019 are as follows:

Opening Balance 0Received 7Resolved 7Closing 0

All the complaints received during the year were resolved.

CoRpoRATe SoCiAl ReSponSiBiliTy CommiTTee

The board has reconstituted CSR Committee on February 2, 2018 and is in compliance with Section 135 of the Companies Act 2013. The Corporate Social Responsibility Committee

currently consists of Mr. Sangeeta Talwar, Ms. Neeru Abrol, Mr. Bhaskar Pramanik and Mr. Onkar Singh Pasricha. Mr. Piyush Asija, Company Secretary is the Secretary to the Committee.

During the year under review, the Committee met on May 28, 2018. The CSR Policy of the company is available on the website of the company at https://wforwoman.com/content/lodr-policies/.

RiSK mAnAgemenT CommiTTee

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the company. The same has also been adopted by your board and also subject to its



review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. The Risk Management Committee comprises of Mr. Onkar Singh Pasricha, Mr. Anant Kumar Daga and Mr. Venkatesh Tarakkad. Mr. Anant Kumar Daga is the Chairperson of the Risk Management Committee. The Committee meets at least one time during the year to identify, evaluate, review

the risks and set up the risk mitigation plans. The risk management policy has been displayed on the website of the company at. https://wforwoman.com/content/lodr-policies/

The Company has an Operations Committee comprising of Mr. Onkar Singh Pasricha, Mr. Anant Kumar Daga and Mr. Naresh Patwari to review/ approve specified operational matters of the Company.

RemunerationpaidtoDirectorsinthefinancialyear2018-19

Remuneration of Directors

a) Executive Directors:

The Company paid to the following remuneration to the Executive Director(s) during the Financial Year2018- 19 as follows:-

(in `)

S. no

particulars of Remuneration name of mD/wTD


mr. onkar Singh pasricha

Total

1 Gross salary*

(a) Salary as per provisions contained in section17(1) of the Income-tax Act, 1961

2,29,80,708/- per annum

26,01,600/- per annum

2,55,82,308/-

(b) Value of perquisites u/s 17(2) Income-tax Act,1961

28,800/- per annum

28,800 /-per annum

57,600/-

(c) Profits in lieu of salary under section 17(3)Income- tax Act, 1961

Nil Nil Nil

2 Stock Option 59,57,46,142 Nil 59,57,46,142

3 Sweat Equity Nil Nil Nil

4 Commission- as % of profit- others, specify

Nil Nil Nil

5 Others, please specify

(i) Bonus

(ii) Contribution to PF 11,27,321 /- 2,01,600/- 1328921/-

Total 61,98,82,971/- 2,832,000 /- 622714971/-

Ceiling as per the Act** Within the Ceiling limit



*Gross Salary given in above point is excluding perquisite value of any Employee Stock options exercisedduring the year. It is mentioned separately in point 2 above.

**Perquisite value arising on exercise of stock options during the year is excluded for calculation of ceiling limits on Managerial Remuneration.

There is no Notice Pay and Severance Pay; it may be decided as the discretion of the Nomination and Remuneration Committee of the Company.

b) Non-Executive Directors:

Criteria of making payments to Non-Executive Directors including all pecuniary relationship ortransactions of Non-Executive Directors.

There has been no pecuniary relationship or transactions of the Non-Executive Directors vis-à-vis theCompany during the year except the sitting fees paid to them.





The details of remuneration (Commission and sitting fees) paid to Non-Executive Directors for the FY 2018-19 is provided below: (`) in Lacs

(` in Lacs)

particulars mr. onkar Singh

pasricha


(`)

mr. Bhaskar pramanik

mr. naresh patwari

ms. neeru Abrol

ms. Sangeeta Talwar

Commission Nil Nil Nil Nil Nil Nil

Sitting fees Nil Nil 12.50 Nil 14.50 9.00

Criteria of making payments to Non-Executive Directors including all pecuniary relationship or transactions of Non-Executive Directors:

There has been no pecuniary relationship or transactions of the Non-Executive Directors vis-à-vis the Company during the year except the sitting fees paid to them.

The Independent Directors are entitled to the Commission as per the terms and conditions of their appointment.

The Board in its meeting held on December 14, 2017 approved sitting fees to Directors and the shareholders of the Company at the Extraordinary General Meeting held on January 5, 2018, had approved the terms and conditions of appointment.

Any Commission to the Non-Executive Directors will be approved by the Nomination & Remuneration Committee along with the Board within the prescribed limits as stipulated under Companies Act, 2013 as the shareholders had empowered the Board of Directors to decide the appropriate quantum of commission. Payment of Commission to Non-executive Directors upto an amount not exceeding 1% per annum of the net profits of the Company (computed in the manner referred to in Section 198 of the Companies Act, 2013) will be approved by the Shareholders within the prescribed limits as stipulated under Companies Act, 2013 in the ensuing general meeting.

None of the Non – executive Directors hold any shares of the Company and are not entitled to any Employee Stock Options.

The details of compensation, service contracts, notice period, severance fee etc. are mentioned in the terms and conditions of appointment displayed on the website of the company at https://wforwoman.com/content/tnc-for-independent-directors/.

None of our Directors are related to each other.

geneRAl BoDy meeTingS :

The detail of last three Annual General Meetings and passing of Special Resolutions, are given as follows:-

nature of meeting Day,DateandTimeofthemeeting

venue Special Resolutions passed

21st Annual General Meeting

July 5, 2018 at 5:00 PM 119 And 127, W House, Neelgagan Towers-Ii New Mangla Puri, Chattarpur, Mehrauli, New Delhi-110030.

Nil

20th Annual General Meeting

September 27, 2017 at 3:00 PM

Unit No 112, F/F, Rectangle 1, D-4, Saket District Centre, New Delhi -110017

Nil

19th Annual General Meeting

September 30, 2016 at 11:00 A.M

Unit No 112, F/F, Rectangle 1, D-4, Saket District Centre, New Delhi -110017

Nil



ExtraordinaryGeneralMeeting

Apart from the Annual General Meeting, no other General Meeting was held during the Financial Year 2018-19.

postal Ballot

The Company has not passed any resolution through postal ballot during the Financial Year 2018-19.

None of the special businesses proposed to be transacted in the ensuing Annual General Meeting is required through postal ballot.

RelatedPartyDisclosures:

There is no subsidiary or parent / holding company of the company.

There was no materially significant related party transaction that may have any potential conflict with interest of the Company at large.

The company has a policy on material related party transactions and the same is available on the website of the company at https://wforwoman.com/content/lodr-policies/.

RiskManagementPolicy

The Company has a Risk Management policy and an internal control framework, which is used to manage risks. The policy is displayed on the website of the company at https://wforwoman.com/content/lodr-policies/.

Code of Conduct

The Board of Directors has adopted a Code of Conduct for Directors and Senior Management of the Company. An annual affirmation of compliance with the Code of Conduct is taken from all the Directors and Senior Management Members of the Company to whom the Code applies. The Code of Conduct has also been posted at the website of the Company at https://wforwoman.com/content/lodr-policies/.

The affirmation by the Managing Director that the Code of Conduct has been complied with by the Board of Directors and Senior Management is given as a part of this report.

prevention of insider Trading

The Company has formulated and adopted a Policy and a Code of Fair Disclosures in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy lays down the guidelines, procedures to be followed, and

disclosures to be made while dealing with the shares of the Company along with consequences for violation. The policy is formulated to regulate, monitor and ensure reporting of deals by designated persons and maintain highest level of ethical standards while dealing in the Company’s securities. The Company’s Code of Fair Disclosure is also placed on the website of the Company at https://wforwoman.com/content/lodr-policies/

VigilMechanismandWhistleBlowerPolicy

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The policy on “Vigil mechanism and Whistle Blower” may be accessed on the Company’s website at https://wforwoman.com/content/lodr-policies/. During the year no claim was lodged and accessed by the Audit Committee.

meAnS of CommuniCATion:

a. The quarterly/half yearly/annual resultsare published in leading English and HindiNewspapers (normally Business Standard)and also displayed on the web site of theCompany at https://wforwoman.com whereofficial news releases, financial results,consolidated financial highlights, quarterlyshareholding pattern and presentationsmade to institutional investors and analystsare also displayed.

b. The Company had Quarterly/Annual Earnings Calls for the investors of the Company afterthe declaration of Quarterly/Annual results.Transcripts/ presentations of the quarterly/annual earnings calls/investors meet aredisplayed on the Company’s website in the‘Investor section.

c. The Management Discussion and Analysisand Financial Highlights are part of theAnnual Report.

d. All material information about the Companyis promptly uploaded on the website of theStock Exchanges and also sent throughe-mail to the stock exchanges where theshares of the Company are listed.




Annexure ‘J’Corporate Governance Report (Contd.)geneRAl ShAReholDeRS infoRmATion:

a. 22nd Annual general meeting

Date: August 26 , 2019

Time: 09:00 A.M.

Venue: Delhi Karnataka Sangha Auditorium, Rao Tularam Marg, Sector 12, Rama Krishna Puram, New Delhi,Delhi-110022.

b. financial year:

April 1, 2018 to March 31, 2019

Financial Calendar 2019-20 (Tentative)

Financial reporting for the first quarter ending June 30, 2019 By 2nd week of August

Financial reporting for the second quarter ending September 30, 2019 By 2nd week of November

Financial reporting for the third quarter ending December 31, 2019 By 2nd week of February

Financial reporting for the year ending March 31, 2020 By the 4th week of May

Annual General Meeting for the year ended March 31, 2019 In the month of August /September

Dates of Book Closure: August 20, 2019 – August 26, 2019 (Both Dates Inclusive)

c. Dividendpaymentdate:NoDividendispaidfortheFY2018-19

d. listing of Shares

The Equity shares of the Company are currently listed at the following Stock exchanges w.e.f July 30, 2018:

Bombay Stock Exchange Limited.

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai-400 001

Scrip code: 541700

National Stock Exchange of India Limited

“Exchange Plaza”

Bandra-Kurla Complex

Bandra (E), Mumbai-400 051

Scrip Code: TCNSBRANDS

ISIN No. INE778U01029

It is hereby confirmed that the Annual Listing fees for the period April 1, 2019 to March 31, 2020 has been paid to both the Stock Exchanges.

e. Stock market Data:SToCK exChAnge BSe limiTeD nATionAl SToCK exChAnge

of inDiA limiTeDMonthoftheYear2018-19 highest

(`)lowest

(`)highest

(`)lowest

(`)July 2018 724.50 626.60 725.00 627.55August 2018 688.50 630.00 688.80 630.55September 2018 698.00 580.00 692.95 601.25October 2018 636.55 515.00 637.65 544.00November 2018 720.00 588.30 722.00 601.30December 2018 742.55 619.70 745.00 615.65January 2019 745.00 661.10 742.95 665.00February 2019 849.95 705.00 849.40 702.30March 2019 865.20 751.45 870.00 751.05

The Shares of the Company got listed on the National Stock Exchange and Bombay Stock Exchange Limited on July 30, 2018


Annexure ‘J’Corporate Governance Report (Contd.)f. performance in comparison to the Broad based indices :

g. InformationregardingDividendPayment

The Company has not paid any dividend in last 8 financial years and accordingly there is no amount liable tobe transferred to Investor Education and Protection Fund (IEPF).

h. Registrar and Transfer Agent The work related to share transfer registry in terms of both Physical and electronic mode is being dealt withby M/s Karvy Fintech Private Limited as per address given below:-Karvy Fintech Private Limited (Formerly, KCPL Advisory Services Pvt. Ltd)Karvy Selenium Tower B,Plot 31-32, Gachibowli, Financial DistrictNanakramguda, Hyderabad - 500 032Tel: +91-40-67161700Toll Free No: +18003454001Fax: +91-40-67161500E-Mail: [email protected]

Website: www.karvyfintech.com)

TCnS Nifty

1000

500

0

3,6003,2002,8002,4002,0001,6001,2008004000

Jul-18Aug-18Sep-18Oct-18Nov-18Dec-18Jan-19Feb-19

TCnS BSe 250 Small Cap

TCnS Clothing Co. limited (BSe) vs BSe 250 Small Cap

13,50012,00010,5009,0007,5006,0004,5003,0001,5000

1000

800

600

400

200

0

Jul-18Aug-18Sep-18Oct-18Nov-18Dec-18Jan-19Feb-19

TCNSClothingCo.Limited(NSE)vsNifty50




Annexure ‘J’Corporate Governance Report (Contd.)i. StatutoryAuditors

Deloittee Haskins and Sells LLP

(Firm Reg. No. 117366W/W-100018)

Tower B, 7th Floor Building 10, DLF Cyber City, DLF Phase 2,

Gurugram, Haryana 122002

j. ShareTransferSystem

All the Equity shares of the Company are in the dematerialised form held by the shareholders of the Companyexcept 1 share as on March 31, 2019. The Shares of the Company are traded on the Stock Exchanges indematerialised form only

SEBI vide its press release dated August 10, 2018, amended Regulation 40 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 wherein it was intimated that transfer of securities shall notbe processed unless the securities are held in the dematerialised form with a depository with effect fromDecember 5, 2018.

The Company obtains a half-yearly certificate from a Company Secretary in Practice in respect of the sharetransfers as required under Regulation 40(9) of SEBI (LODR) Regulations and files a copy of the said certificatewith the Stock Exchanges.

k. DistributionScheduleAsonMarch31,2019

Category(Amount) number of Shareholders

% of Total Shareholders

Total Shares for the range

Amount( each share is ` 2

paid up)

% of Capital issued

1-5000 19,120 99.360807 1,240,422 2,480,844 2.022764

5001- 10000 18 0.093541 61,373 122,746 0.100081

10001- 20000 11 0.057164 81,960 163,920 0.133653

20001- 30000 8 0.041574 100,841 201,682 0.164442

30001- 40000 5 0.025983 84,387 168,774 0.137610

40001- 50000 5 0.025983 117,831 235,662 0.192148

50001- 100000 9 0.046770 321,852 643,704 0.524846

100001& Above 67 0.348179 59,314,458 118,628,916 96.724456

Total 19,243 100.00 61,323,124 122,646,248 100.00

l. Dematerialisation of shares

As on March 31, 2019, 100 percent of the issued Equity Capital of the Company comprising of 6, 13, 23, 123 EquityShares was dematerialised except 1 share comprising 0.00 % of the issued equity capital which is in physicalform. SEBI vide its press release dated 10th August 2018, amended Regulation 40 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 wherein it was intimated that transfer of securities shallnot be processed unless the securities are held in the dematerialised form with a depository with effect fromDecember 5, 2018.

The Company has specifically communicated to the shareholder holding a share in physical form about theabove regulation and a constructive notice is also placed on the website of the company at https://wforwoman.com/content/investor-relation/

m. Outstanding GDR’s/ ADR’s/ Warrants or any other Convertible Instruments, Conversion dates and likely impacton equity.

The Company has not issued any GDR’s/ADR’s/ Warrants or any other Convertible Instruments during the year.

n. Commodity Price Risk or foreign exchange risk and hedging activities:

The details for the same have been provided in the Notes to Financial Statements of the Company for theFinancial Year 2018-19


Annexure ‘J’Corporate Governance Report (Contd.)o. plant/ warehouse locations

S no Address1. Khasra No. 857, 859, 859 MIN, 859/1 & 859/1 MIN, Mandi Hills, Extended Abadi Lal- Dora, Village Dera

mandi, New Delhi

2. Khasra No. 522 Min., Extended abadi of Jonapur Village, Tehsil Mehrauli, New Delhi

3. Khasra No. 522/1, Village Jonapur, New Delhi-110047

4. Khasra No. 23 & 24, Village Jonapur, New Delhi

5. Khasra No. 15/15 (4-16) Village Samalkha, Tehsil Vasant Vihar, New Delhi

p. Address for Correspondence

Registered Office: Unit No. 112, F/F Rectangle 1, D-4, Saket, District Centre New Delhi-110017.

Corporate Office: 119, New Mangalapuri, W-House, Mandi Road, Sultanpur, Mehrauli, New Delhi- 110030.

Telephone No. : 011- 42193193

q. Name,AddressandContactNumbersoftheComplianceOfficerandCompanySecretary

Mr. Piyush Asija, Company Secretary and Compliance Officer

119, New Mangalapuri, W-House, Mandi Road, Sultanpur, Mehrauli, New Delhi- 110030.

Contact No: 011- 42193193 (ext. 176)

Email : [email protected], [email protected]

Company’s website address: www.wforwoman.com

Shareholders holding shares in the electronic mode should address all their correspondence to their respective depository.

r. Credit Rating

During the FY 2018-19, the Company has obtained an updated credit rating from Crisil on February 19, 2019 asfollows:

Total Bank Loan Facilities Rated ` 75 Crore

Long Term Rating CRISIL A+/Stable (Upgraded from 'CRISIL A/Stable')

Short Term Rating CRISIL A1+ (Upgraded from 'CRISIL A1')

s. oTheR DiSCloSuReS

a) During the FY 2018-19, there was no materiallysignificant related party transaction that mayhave any potential conflict with interest ofthe Company at large.

b) There were no non- compliance by thecompany and no penalties, strictures andcompounding were imposed on the companyby the stock exchanges or any other statutoryauthority on any matter related to capitalmarkets during the last three years.

c) WhistleBlowerPolicyandVigilMechanism

The Company has formulated a WhistleBlower Policy and Vigil Mechanism, withan aim to deter and detect misconductand to ensure that genuine concerns ofmisconduct/unlawful conduct, which anindividual believes may be taking place,

are raised at an early stage in a responsible and confidential manner. It is also affirmed that no member or employee has been denied access to the Audit Committee and the Whistle Blower. The Audit Committee reviews the mechanism and all Whistle Blower complaints and investigations at all its Meetings. The Whistle Blower Policy has also been posted at the website of the Company at https://wforwoman.com/content/lodr-policies/

d) Compliance with mandatory and non-mandatory requirements of the SEBI (ListingObligations & Disclosure Requirements)Regulations, 2015.

a. Mandatory Requirements

The Company has complied with all theapplicable mandatory requirements ofthe Listing Regulations.





b. Non-mandatory Requirements

The Company has adopted followingdiscretionary requirements ofRegulation 27 (1) of the ListingRegulations:

i) Reporting of Internal Auditor TheInternal Auditor report to the AuditCommittee.

e) Policy for Determining Material SubsidiariesThe policy for determining the materialsubsidiaries of the Company is available on theWebsite of the Company and the URL is: https://wforwoman.com/content/lodr-policies/

f) Policyonrelatedpartytransactions.

To comply with the provisions of Section 188 ofthe Act, and Rules made thereunder read withRegulation 23 of SEBI (LODR) Regulations, yourCompany took necessary prior approval of theAudit Committee and the Board before entering into related party transactions. All contracts /arrangements / transactions entered into bythe Company with related parties, as definedunder the Act and SEBI (LODR) Regulationsduring the Financial Year 2018, were in theordinary course of business and on arm’slength basis. Your Company has frameda Policy on Related Party Transactions inaccordance with SEBI (LODR) Regulations andas per the amended provisions of the Act. ThePolicy intends to ensure that proper reporting,approval and disclosure processes are in place for all transactions between the Company andrelated parties. The policy is uploaded on thewebsite of the Company at https://wforwoman.com/content/lodr-policies.

The Related Party Transaction Policy dealswith the review and approval of relatedparty transactions. The Board of Directors ofthe Company have approved the criteria formaking the omnibus approval by the AuditCommittee within the overall frameworkof the policy on related party transactionsas approved by the Board. A Statement ofall related party transactions is presentedbefore the Audit Committee on a quarterlybasis for review and prior/ omnibus approval is also obtained for the entire year, specifying the nature, value and terms and conditions ofthe transactions.

None of the transactions with the related parties fall under the scope of Section 188 (1) of the Companies Act, 2013.

The details of Related Party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are forming part of Notes to Account and also in Annexure ‘l’

All existing material related party contracts or arrangements entered into which may continue beyond such date shall be placed for approval of the shareholders in the ensuing General Meeting.

g) Policy for Determination of Material Subsidiaryand Governance of Subsidiaries can beaccessed at https://wforwoman.com/content/lodr-policies/. There is no subsidiary company.

h) During the Financial Year 2018-19, theCompany had no exposure to foreignexchange risk .

i) The Company has not raised funds throughpreferential allotment or placement to qualifiedinstitutions. The allotment of shares to qualifiedinstitutional investors has taken place in theInitial Public Issue of the Company where theexisting shareholders had diluted their stakein the Company. Further, during the yearallotments have been made to employees under the TCNS Employee Stock Option Schemes.

j) Total fees for all services paid by the listedentity and its subsidiaries, on a consolidatedbasis, to the statutory auditor and all entitiesin the network firm/network entity of whichthe statutory auditor is a part.

During the year, the Company has paid toDeloittee Haskins and Sells LLP, the StatutoryAuditors, the following amounts:

Statutory Audit Fee: ` 6.80 million

Other Fees including reimbursement ofexpenses: ` 6.41 million

k) Disclosures in Relation to Sexual harassment of women At workplace (prevention,prohibition and Redressal ) Act 2013.

To comply with provisions of Section 134 ofthe Act and rules made there under, yourCompany has duly constituted InternalComplaints Committee under the SexualHarassment of Women at Workplace


Annexure ‘J’Corporate Governance Report (Contd.)(Prevention, Prohibition and Redressal) Act, 2013.

a. number of complaints filed during thefinancial year: 3

b. number of complaints disposed ofduring the financial year: 2

c. number of complaints pending as onend of the financial year: 1*

* Note: The pending compliant has beenaddressed and closed subsequent to end ofthe financial year

l) Non-compliance of any requirement ofcorporate governance report of sub-paras(2) to (10) above, with reasons thereof shall bedisclosed: - Not Applicable

As per Clause 13 of Part C of Schedule V to the Listing Regulations, the Company has made disclosures of the compliance with corporate governance requirements specified in Regulation 17 to 27 and Clauses (b) to (i) of Sub-regulation (2) of Regulation 46 of the Listing Regulations.

m) Secretarial Audit

During the year, the Board of Directors ofthe Company had appointed Himanshu GAnd Associates C.P.No.-10398 Company

Secretary (in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed thereunder and Regulation 24 A of the SEBI LODR Regulations, for the Financial Year 2018-19 (Annexure K of Annual Report).

n) Certificate under part C of Schedule V ofSeBi( listing obligations and DisclosureRequirements) Regulations, 2015 onqualificationofDirectors

A certificate from a Company Secretary inpractice that none of the directors on theBoard of the company have been debarredor disqualified from being appointed orcontinuing as directors of companies by theBoard/ Ministry of Corporate Affairs or anysuch statutory authority has been issuedpursuant to Schedule V, Part C, Clause (10)(i) of Securities and Exchange Board ofIndia (Listing Obligations and DisclosureRequirements) Regulations, 2015 by SanjayGrover & Associates, Company Secretaries

Firm Registration No.: P2001DE052900 forming part of this report as Annexure I.

CeRTifiCATe on CoRpoRATe goveRnAnCe

As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Certificate on Corporate Governance from a Practicing Company Secretary, Sanjay Grover & Associates, Company Secretaries Firm Registration No.: P2001DE052900 is forming part of this report as Annexure II.

mAnAging DiReCToR (mD) & Chief finAnCiAl offiCeR (Cfo) CeRTifiCATion

The Managing Director cum CEO and CFO certification as stipulated in the Regulation 17(8) of Listing

Regulations was placed before the Board along with financial statement (s) for the year ended March 31, 2019. The board reviewed and took note of the same. The said certificate forms part of this report as Annexure III.

DeClARATion unDeR RegulATion 26 of The SeBi (liSTing oBligATionS AnD DiSCloSuRe ReQuiRemenTS) RegulATionS 2015.

All the members of the Board KMP (Key Manegerial Personnel) and Senior Management have affirmed Compliance to the code of Conduct for the Financial Year 2018-19.

Sd/- Sd/-Anant Kumar Daga onkar Singh pasrichamanaging Director Chairperson and executive Director DIN: 07604184 DIN: 00032290





Annexure I Certificate under Schedule V

Certificate Pursuant to Schedule V, Part C, Clause (10) (i) of Securities and Exchange Board of India (Listingobligations and Disclosure Requirements) Regulations, 2015]

To

The Members

TCNS Clothing Co. Limited

Unit No,112 F/F Rectangle 1,

D-4 Saket District Center,

New Delhi-110017

We state that this Certificate has been issued pursuant to the provisions of Schedule V, Part C, Clause (10) (i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Based on the data as shown on MCA and Stock Exchanges portal, following are the directors of the Company as on March 31, 2019:

S.no. name of Director Din1. ONKAR SINGH PASRICHA 00032290

2. SANGEETA TALWAR 00062478

3. BHASKAR PRAMANIK 00316650

4. NEERU ABROL 01279485

5. NARESH PATWARI 03319397

6. ANANT KUMAR DAGA 07604184

We have examined the records and papers (collectively referred to as “the records”) of TCNS Clothing Co. Limited (“the Company”) made available and placed before us and as per the records we certify that none of the directors on the board of the TCNS Clothing Co. Limited (“the Company”) have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority for the financial year ended March 31, 2019.

Sd/-

For SanjayGrover&Associates

CompanySecretaries

Firm Registration No.: P2001DE052900

SanjayGrover

May 18, 2019

managing partner

New Delhi

CP No.: 3850


Annexure II Certificate on Corporate Governance by Practising Company Secretary

CorporateGovernanceCertificate

Certificate Pursuant to Schedule V, Part C, Clause (10) (i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To

The Members


We have examined the compliance of conditions of Corporate Governance by TCNS Clothing Co. Limited (“the Company”), for the financial year ended March 31, 2019, as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). It is further stated that the equity shares of the Company got listed on stock exchanges w.e.f. July 30, 2018.

The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to the Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/-

For SanjayGrover&Associates

CompanySecretaries

Firm Registration No.: P2001DE052900

SanjayGrover

May 18, 2019

managing partner

New Delhi

CP No.: 3850




Annexure III Managing Director (MD) And Chief Financial Officer (CFO) Certification

To,

The Board of Directors


We, the undersigned, in our respective capacities as Managing Director and Chief Financial Officer of TCNS Clothing Co. Limited (“the Company”), to the best of our knowledge and belief certify that:

(a) We have reviewed the financial statements and the cash flow statement for the year ended on March 31, 2019and based on our knowledge and belief, we state that:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain anystatement that might be misleading;

(ii) These statements together present a true and fair view of the Company’s affairs and are in compliancewith existing accounting standards, applicable laws, and regulations.

(b) We further state that to the best of our knowledge and belief, there are no transactions entered into by theCompany during the year, which are fraudulent, illegal, or violative of the Company’s Code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that wehave evaluated the effectiveness of internal control systems of the company pertaining to financial reportingand we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of suchinternal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify thesedeficiencies.

(d) We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and AuditCommittee:

(i) Significant changes, if any, in the internal control over financial reporting during the year;

(ii) Significant changes, if any, in the accounting policies made during the year and that the same has beendisclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, ofthe management or an employee having significant role in the Company’s internal control system overfinancial reporting.

Sd/- Sd/-

Anant Kumar Daga venkatesh Tarakkad

managing Director ChiefFinancialOfficer

DIN No: 07604184

Place: New Delhi

Date: May 28, 2019


Annexure ‘K’

To

The members

TCnS CloThing Co. limiTeD (erstwhile TCnS Clothing Co. private limited)

CIN:L99999DL1997PLC090978

unit no. 112, f/f Rectangle 1,

D-4,Saket,DistrictCentre,

new Delhi 110017

Our Secretarial Audit Report of even date, for the financial year 2018-19 is to be read along with this letter.

mAnAgemenT ReSponSiBiliTy

1. It is the responsibility of the management of the Company to maintain secretarial records, devise propersystems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that thesystems are adequate and operate effectively.

AuDiToR’S ReSponSiBiliTy

2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed bythe Company with respect to secretarial compliances.

3. We believe that audit evidence and information obtained from the Company’s management is adequate andappropriate for us to provide a basis for our opinion.

4. Wherever required, we have obtained the management’s representation about the compliance of laws, rulesand regulations and happening of events etc.

DiSClAimeR

5. The Secretarial Audit Report is neither an assurance as to future viability of the Company nor of the efficacy oreffectiveness with which the management has conducted the affairs of the Company.

We have not verified the correctness and appropriateness of financial records and book of accounts of the Company.

For himanshu g And Associates Date: May 13, 2019CompanySecretaries place: Delhi

himanshu groverproprietorFCS-8965, C.P.No.-10398




Annexure ‘K’ (Contd.)

Form MR-3SeCReTARiAl AuDiT RepoRT’

ForFinancialYearEnded2018-19[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To,

The Board of Directors

TCnS CloThing Co. limiTeD (erstwhile TCNS Clothing Co. Private Limited)

CIN:L99999DL1997PLC090978

unit no. 112, f/f Rectangle 1,

D-4,Saket,DistrictCentre,

new Delhi 110017

I, Himanshu Grover c/o Himanshu G And Associates, Company Secretaries (FCS-8965, CP-10398), L-2A, Hauz KhasEnclave, New Delhi – 110016, have conducted the Secretarial audit of the compliance of applicable statutory provisionsand the adherence to good corporate practices by TCnS CloThing Co. limiTeD (hereinafter called “theCompany”).Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/ statutory compliances and expressing my opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained bythe Company and also the information provided by the Company, its officers, agents and authorised representativesduring the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the auditperiod ended on March 31, 2019, complied with the statutory provisions listed hereunder and also that the Companyhas proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to thereporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records maintainedby TCnS CloThing Co. limiTeD (“TheCompany”) for the period ended on March31,2019, according to theprovisions of:

I. The Companies Act, 2013 (the Act) and the Rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent ofForeign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of IndiaAct, 1992 (‘SeBi Act’) to the extent applicable to the Company: -

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client; [Not Applicable as theCompany is not registered as Registrar to Issue and Share Transfer Agent during the financial yearunder review];

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; [notApplicableastheCompanyisanunlistedentityduringtheperiodunderreview]

f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; [Not applicableas the Company has not bought back/ proposed to buy-back any of its securities during the financialyear under review].



g. the Company has complied with the requirements under the Equity Listing Agreements entered withBSE Limited, National Stock Exchange of India Limited;

h. The Memorandum and Articles of Association.

i have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2)issued by The Institute of Company Secretaries of India;

ii) The Listing Agreements entered into by the Company with the BSE Limited, National Stock Exchange ofIndia Limited-

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

2. i further report that the Company has, in my opinion, complied with the provisions of the Companies Act,1956 and the Rules made under that Act and the provisions of Companies Act, 2013 as notified by Ministry ofCorporate Affairs and the Memorandum and Articles of Association of the Company, with regard to:

a) maintenance of various statutory registers and documents and making necessary entries therein;

b) forms, returns, documents and resolutions required to be filed with the Registrar of Companies and theCentral Government;

c) service of documents by the Company on its Members, Auditors and the Registrar of Companies;

d) notice of Board meetings and Committee meetings of Directors;

e) the meetings of Directors and Committees of Directors including passing of resolutions by circulation;

f) the 21st Annual General Meeting held on 05th July 2018;

g) minutes of proceedings of General Meetings and of the Board and its Committee meetings;

h) approvals of the Members, the Board of Directors, the Committees of Directors and the governmentauthorities, wherever required;

i) constitution of the Board of Directors/ Committee(s) of Directors, appointment, retirement and reappointmentof Directors including the Managing Director and Whole-time Directors;

j) payment of remuneration to Directors including the Managing Director and Whole-time Directors,

k) appointment and remuneration of Auditors;

l) transfer of the Company’s shares;

m) declaration and payment of dividend as the case may be;

n) `borrowings and registration, modification and satisfaction of charges wherever applicable;

o) investment of the Company’s funds including investments and loans to others;

p) Report of Board of Directors’;

q) contracts, common seal, registered office and publication of name of the Company; and

r) Generally, all other applicable provisions of the Act and the Rules made under the Act.

3. I further report that:

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directorsthat took place during the period under review were carried out in compliance with the provisions of theAct.

b) Adequate notice has been given to all directors to schedule the Board Meetings, agenda and detailednotes on agenda were sent at least seven days in advance except for some meetings however reasonableefforts has been made to avoid instances of delay, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningful participation atthe meeting.

c) The Company has obtained all necessary approvals under the various provisions of the Act; and





d) There was no prosecution initiated and no fines or penalties were imposed during the year under reviewunder the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelinesframed under these Acts against / on the Company, its Directors and Officers.

e) The Directors have complied with the disclosure requirements in respect of their eligibility of appointment,their being independent and compliance with the Code of Business Conduct & Ethics for Directors andManagement Personnel;

4. i further report that based on the information received and records maintained there are adequate systemsand processes in the Company commensurate with the size and operations of the Company to monitor andensure compliance with applicable laws, rules, regulations and guidelines.

5. i further report that there are adequate systems and processes in the company commensurate with the sizeand operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations andguidelines.

6. i further report that during the audit period there were following specific events/actions having a major bearingon Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.,

a) The status of the Company is changed from Unlisted Public Limited Company to Listed Public Companywith effect from July 30, 2018. Consequently, all the provisions of SEBI (Listing Obligations and disclosure)requirements 2015 and all other regulations issued by SEBI time to time, is applicable on the Company.

7. i further report that during the audit period there were following observations found:

Observations

S. no.

Statue Comments

1 Local Municipal Laws The Corporate Office and warehouses are located on ‘Lal Dora’ (urban villages) lands in New Delhi. While ‘Lal Dora’ lands in Delhi have historically been exempt from certain provisions of the Delhi Municipal Corporation Act, 1957, the use of such land for commercial purposes has been, in recent years, subject to increasing regulation by local municipal authorities.

2 Labour Law Return under Annual Return under Labour Laws is filed for 54 units/ outlets. In house crèche facility or such facility through agreement/ arrangement with outside party is not available. However, the Company is reimbursing the crèche cost on 50-50 basis.The Company has taken declaration from all employees that they want to take a crèche facility at their own premises only & organisation shall reimburse the amount for the same.

a. The Factories Act,1948;b. Payment of Wages act, 1936;c. Minimum Wages Act 1948;d. Industrial Disputes Act, 1947;e. The Contract Labour (Regulation and Abolition)Act, 1970;f. Payment of Bonus Act, 1965 andg. Maternity Benefit (Amendment) Act, 2017

For himanshu g And Associates Date: May 13, 2019CompanySecretaries place: Delhi

himanshu groverproprietorFCS-8965, C.P.No.-10398


Annexure ‘L’

Form No. AOC-2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013

1. DeTAilS of ConTRACTS oR ARRAngemenTS oR TRAnSACTionS noT AT ARm’S lengTh BASiS

not Applicable

Point no 1 of Form No. AOC -2 is not applicable

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso tosection 188

2. DeTAilS of mATeRiAl ConTRACTS oR ARRAngemenT oR TRAnSACTionS AT ARm’S lengTh BASiS noT AppliCABle

not Applicable

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) Date(s) of approval by the Board, if any:

(f) Amount paid as advances, if any:

The Company has entered into related party transaction with group company TCNS Limited in ordinary course of business and at arm’s length basis. The audit Committee and Board has granted an omnibus approval for transactions with the TCNS Limited for ` 75 Cores for the FY 2019-20.

Also Mr. Saranpreet Pasricha, relative of the promoter works with the Company as Head (International Business) and draws remuneration from the company. It is proposed to get approval for remuneration upto ` 10,00,000 per month at the ensuing Annual General Meeting.

S. no. particulars(a) Name(s) of the related party and nature of

relationshipTCNS Limited-Group Company with common promoters

Mr. Saranpreet PasrichaRelative (son) of promoter

(b) Nature of contracts/arrangements/transactions Job Work/ Rent Head (International Business)

(c) Duration of the contracts/arrangements/transactions

On-going As per the terms of appointment




Annexure ‘L’ (Contd.)

S. no. particulars(d) Salient terms of the contracts or arrangements or

transactions including the value, if any:At arms - length and in ordinary course of business

As per the terms of appointment

(e) Justification for entering into such contracts or arrangements or transactions

NA NA

(f) Date(s) of approval by the Audit Committee / Board, if any:

May 28, 2018 May 28, 2018

(g) Amount

i. paid as advances, if any:

Nil Nil

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

Not applicable Not Applicable

for TCnS Clothing Co. limited

Sd/- Sd/-Anant Kumar Daga onkar Singh pasrichamanaging Director Chairman & executive DirectorDIN: 07604184 DIN: 00032290



Independent Auditor’s Report

TO THE MEMBERS OF TCNS CLOTHING CO. LIMITED (FORMERLY KNOWN AS TCNS CLOTHING CO. PRIVATE LIMITED)

Report on the Audit of the Financial Statements

OPINION

We have audited the accompanying financial statements of TCNS CLOTHING CO. LIMITED (FORMERLY KNOWN AS TCNS CLOTHING CO. PRIVATE LIMITED) (“the Company”), which comprise the Balance Sheet as at March 31, 2019, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

KEY AuDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

S. No. Key Audit Matter Auditor’s Response1. Information technology environment and internal controls Principal audit procedures performed:

Management has implemented a new Enterprise Resource Planning (ERP) system at the beginning of the current year. This system is vital for recording day to day transactions for the retail business and overall reporting process for the purposes of preparation of financial statements. As informed by management the key elements of the Information Technology (IT) system such as control access rights and change management is in the process of getting stabilising and took longer time than expected due to prioritising continuation of operations so that it does not impact the business of the Company. Management took various steps to remediate the internal control deficiencies identified during the year, including establishing of alternative manual controls to address the risks mentioned above.As part of our examination of internal controls we noted that the control deficiencies were resolved before the end of the financial year.

• involved our IT audit specialist;• made inquiries with management to

understand each significant process andchanges made to the IT environment. Wewalked through the financial processes inorder to understand where IT systems wereintegral to accounting processes along withidentification of automated controls;

• tested the design and operating effectivenessof user access and change managementcontrols of the IT systems relevant for financialreporting;

• where required, tested compensating manualcontrols or performed alternative proceduresto complement the test of control based auditapproach




Independent Auditor’s Report (Contd.)

S. No. Key Audit Matter Auditor’s Response2. Tax treatment in relation to Employee Stock Option

ExpensePrincipal audit procedures performed:

As noted in the Accounting Policies in note 2.13 and note 32 of the Financial Statements, the Company has claimed allowance while computing its Income tax liability for the year ended March 31, 2019 on account of :a) Employee Stock Option (ESOP) expenses charged to

profit and loss account during the year; and

b) perquisite value of ESOP arising on exercise ofEmployee Stock Options during the year and whichwere not charged to profit and loss account in earlieryears.

The Company has considered allowance of ` 937.33 million on account of Employee Stock Options Plan (ESOP) expenses (including ` 773.28 million on ESOP exercised) while computing provision for income tax expense for the current year.

The management based on legal opinion from external counsels has considered the above expense to be an allowable expenditure. Considering the material amount involved and judgement taken by management in respect of tax treatment this item has been considered as a key audit matter.

• tested the design and operating effectivenessof management controls over current taxprovisioning process;

• evaluated management’s judgements inrespect of estimates of tax exposures in orderto assess the adequacy of the Company’s taxexpense / provisions;

• reviewed the opinions of external legalcounsels which management has consideredfor making such assumptions in computationof current year income tax expense;

• evaluated independence, competency andobjectivity of external legal counsels;

• involved our internal direct tax specialistsand challenged the estimates and judgementsmade by management while computing theCompany’s income tax expense and theassociated provisions.

As a result of our work performed as described above, we concluded that the judgements applied by the management are reasonable.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AuDITOR’S REPORT THEREON

• The Company’s Board of Directors is responsiblefor the other information. The other informationcomprises the information included in Board’sreport and Annexures to the Board’s report, butdoes not include the financial statements and ourauditor’s report thereon.

• Our opinion on the financial statements does notcover the other information and we do not expressany form of assurance conlusion thereon.

• In connection with our audit of the financialstatements, our responsibility is to read the otherinformation and in doing so, consider whetherthe other information is materially inconsistentwith the financial statements or our knowledgeobtained during the course of our audit orotherwise appears to be materially misstated.

• If, based on the work we have performed, weconclude that there is a material misstatement ofthis other information, we are required to reportthat fact. We have nothing to report in this regard.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.



In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

AuDITOR’S RESPONSIBILITY FOR THE AuDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of materialmisstatement of the financial statements, whetherdue to fraud or error, design and perform auditprocedures responsive to those risks, and obtainaudit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of notdetecting a material misstatement resulting fromfraud is higher than for one resulting from error,as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override ofinternal control.

• Obtain an understanding of internal financialcontrol relevant to the audit in order to designaudit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of theAct, we are also responsible for expressing ouropinion on whether the Company has adequateinternal financial controls system in place and theoperating effectiveness of such controls.

• Evaluate the appropriateness of accountingpolicies used and the reasonableness ofaccounting estimates and related disclosuresmade by the management.

• Conclude on the appropriateness of management’s

use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure andcontent of the financial statements, including thedisclosures, and whether the financial statementsrepresent the underlying transactions and eventsin a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.





REPORT ON OTHER LEGAL AND REGuLATORY REquIREMENTS

1. As required by Section 143(3) of the Act, based onour audit we report that:

a) We have sought and obtained all theinformation and explanations which tothe best of our knowledge and belief werenecessary for the purposes of our audit.

b) In our opinion, proper books of accountas required by law have been kept by theCompany so far as it appears from ourexamination of those books

c) The Balance Sheet, the Statement of Profitand Loss including Other ComprehensiveIncome, the Cash Flow Statement andStatement of Changes in Equity dealt with bythis Report are in agreement with the booksof account.

d) In our opinion, the aforesaid financialstatements comply with the IndianAccounting Standards specified underSection 133 of the Act.

e) On the basis of the written representationsreceived from the directors as on March31, 2019 taken on record by the Board ofDirectors, none of the directors is disqualifiedas on March 31, 2019 from being appointed asa director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internalfinancial controls over financial reportingof the Company and the operatingeffectiveness of such controls, refer to ourseparate Report in “Annexure A”. Our reportexpresses an unmodified opinion on theadequacy and operating effectiveness of theCompany’s internal financial controls overfinancial reporting.

g) In our opinion and to the best of our informationand according to the explanations given tous, the remuneration paid/ provided by theCompany to its directors during the year is inexcess of the limits laid down under section197 of the Act. Details of remuneration paidin excess of the limits laid down under thissection are as given below:

Managerial Position

Excess amount of remuneration paid/

provided(` in million) Financial year

Treatment of the excess remuneration in the respective year financial statements

Steps taken by the Company for securing refund

Managing Director 537.41 Year ended March 31, 2019

Refer Note 38 of the financial statements.

To be approved in the ensuing meeting of the shareholders.

h) With respect to the other matters to beincluded in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit andAuditors) Rules, 2014, as amended in ouropinion and to the best of our informationand according to the explanations given tous:

i. the Company has disclosed the impactof pending litigations on its financialposition in its financial statements (ReferNote 33(A) of the financial statements).

ii. the Company did not have any long-termcontracts including derivative contractsfor which there were any materialforeseeable losses (Refer Note 33.3 of thefinancial statements).

iii. There were no amounts which wererequired to be transferred to the

Investor Education and Protection Fund by the Company (Refer Note 33.5 of the financial statements).

2. As required by the Companies (Auditor’s Report)Order, 2016 (“the Order”) issued by the CentralGovernment in terms of Section 143(11) of theAct, we give in “Annexure B” a statement on thematters specified in paragraphs 3 and 4 of theOrder.

For DELOITTE HASKINS & SELLS LLPChartered Accountants(Firm’s Registration No. 117366W/W-

100018)

SATPAL SINGH ARORAPlace: New Delhi PartnerDate: May 28, 2019 (Membership No. 098564)


Annexure A To The Independent Auditor’s Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013 (“the Act”)

We have audited the internal financial controls overfinancial reporting of TCNS CLOTHING CO. LIMITED(FORMERLY KNOWN AS TCNS CLOTHING CO. PRIVATELIMITED) (“the Company”) as of March 31, 2019 inconjunction with our audit of the financial statementsof the Company for the year ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AuDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by the Institute of Chartered Accountants of India and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.




Annexure A To The Independent Auditor’s Report (Contd.)

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal

financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”.


100018)



Annexure B To The Independent Auditors’ Report

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

i. In respect of its property, plant and equipment(fixed assets):

(a) The Company has maintained properrecords showing full particulars, includingquantitative details and situation of fixedassets.

(b) The fixed assets were physically verfiedduring the year by the Management inaccordance with a regular programme ofverification which, in our opinion, providesfor physical verification of all the fixed assetsat reasonable intervals. According to theinformation and explanation given to us,no material discrepancies were noticed onsuch verification.

(c) According to the information andexplanations given to us, the Companydoes not have any immovable properties offreehold or leasehold land and building andhence reporting under clause (i)(c) of theCARO 2016 is not applicable.

ii. As explained to us, all inventories werephysically verified during the year by theManagement at reasonable intervals and nomaterial discrepancies were noticed on physicalverification. In case of inventories lying with thethird parties, certificates confirming stocks havebeen received periodically by the Managementfor stock held during the year and for a substantialportion of such inventories held at the year-end.

iii. The Company has not granted any loans, securedor unsecured, to companies, firms, LimitedLiability Partnership or other parties covered in

the register maintained under Section 189 of the Companies Act, 2013.

iv. In our opinion and according to the informationand explanations given to us, the Company hasnot granted any loans, made investments orprovide guarantees and hence reporting underclause (iv) of the CARO 2016 is not applicable.

v. According to the information and explanationsgiven to us, the Company has not accepted anydeposit during the year. The Company does nothave any unclaimed deposits and accordingly,the provisions of Sections 73 to 76 or any otherrelevant provisions of the Companies Act, 2013are not applicable to the Company.

vi. The maintenance of cost records has not beenspecified by the Central Government undersection 148(1) of the Companies Act, 2013.

vii. According to the information and explanationsgiven to us in respect of statutory dues:

(a) The Company has generally been regularin depositing undisputed statutory dues,including Provident Fund, Employees’ StateInsurance, Income-tax, Goods and ServicesTax, Cess and other material statutorydues applicable to it with the appropriateauthorities. Also, refer to the Note 33.4 to thefinancial statements regarding managementassessment on certain matters relating tothe provident fund. The operations of theCompany didn’t give rise to Excise duty.

(b) There are no undisputed amounts payable inrespect of Provident Fund, Employees’ StateInsurance, Income-tax, Goods and ServicesTax, Cess and other material statutory duesin arrears as at March 31, 2019 for a periodof more than six months from the date theybecame payable.

(c) Details of dues of Income tax and Sales tax which have not been deposited as on March 31, 2019 on accountof disputes are given below:

Name of Statute Nature of DuesForum where dispute is pending

Period to which the Amount

RelatesAmount

(` in million)*Income Tax Act, 1961

Income Tax Commissioner of Income Tax (Appeals)

2010-2011 0.83

Income Tax Act, 1961

Income Tax Commissioner of Income Tax (Appeals)

2011-12 1.87

Sales Tax/ Value Added Tax laws

Sales Tax Objection hearing authority, Value Added Tax

1 October, 2006 to 31 December,

2006

1.96


Sales Tax Appellate Tribunal of Value Added Tax, Trade and Tax Department (CST Orissa)

2013-14 0.04




Annexure B To The Independent Auditors’ Report (Contd.)

Name of Statute Nature of DuesForum where dispute is pending

Period to which the Amount

RelatesAmount

(` in million)*Sales Tax/ Value Added Tax laws

Sales Tax Objection hearing authority, Value Added Tax

2014-15 0.21


Sales Tax Assessing Authority, West Bengal

2015-16 0.45

* Net of ` Nil paid under protest.

We have been informed that there are no dues of Goods and Services Tax and Custom Duty which have not been deposited as on March 31, 2019 on account of disputes.

viii. In our opinion and according to the informationand explanations given to us, the Companyhas not defaulted in the repayment of loans orborrowings to banks. The Company has nottaken any loan or borrowings from governmentor financial institutions and government nor hasissued any debentures.

ix. In our opinion and according to the informationand explanations given to us, the Company, duringthe year, completed its initial public offer throughan offer for sale of equity shares by the selling

shareholders (comprising Promoter selling shareholders, Investors selling shareholders and Other selling shareholders). No monies were raised by the Company by way of such initial public offer and accordingly, reporting under clause (ix) of the Order is not applicable.

x. To the best of our knowledge and according tothe information and explanations given to us,no fraud by the Company and no material fraudon the Company by its officers or employees hasbeen noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, the Company has paid/providedmanagerial remuneration in excess of the limits and approvals prescribed under section 197 read withSchedule V to the Companies Act, 2013 to the following managerial personnel:

Managerial Position

Excess amount of remuneration paid/

provided(` in million) Financial year

Treatment of the excess remuneration in the respective year financial statements

Steps taken by the Company for securing refund

Managing Director 537.41 Year ended March 31, 2019

Refer Note 38 of the financial statements.

To be approved in the ensuing meeting of the shareholders.

xii. The Company is not a Nidhi Company and hencereporting under clause 3(xii) of the Order is notapplicable.

xiii. In our opinion and according to the informationand explanations given to us the Company isin compliance with Section 188 and 177 of theCompanies Act, 2013, where applicable, for alltransactions with the related parties and thedetails of related party transactions have beendisclosed in the financial statements etc. asrequired by the applicable accounting standards.

xiv. During the year the Company has not made anypreferential allotment or private placement ofshares or fully or partly convertible debenturesand hence reporting under clause 3(xiv) of theOrder is not applicable to the Company.

xv. In our opinion and according to the informationand explanations given to us, during the yearthe Company has not entered into any non-cash transactions with its directors or personsconnected with them and hence provisions ofsection 192 of the Companies Act, 2013 are notapplicable.

xvi. The Company is not required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct, 1934.


100018)



Balance Sheet as at March 31, 2019(All amounts in ` million except otherwise specified

Particulars Note No.

As at March 31, 2019


A. ASSETS1. Non-current assets

(a) Plant, Property and equipment 4 535.98 505.68 (b) Capital work-in-progress 2.83 24.88 (c) Intangible assets 5 56.28 12.89 (d) Intangible assets under development - 56.30 (e) Financial assets

Other financial assets 6 508.99 393.06 (f) Deferred tax assets (net) 7 159.72 115.01 (g) Non-current tax assets (net) 8 126.02 126.02 (h) Other non-current assets 9 82.47 71.81

Total non-current assets 1,472.29 1,305.65 2. Current assets

(a) Inventories 10 2,740.83 2,239.41 (b) Financial assets

(i) Investments 11 1,377.52 20.77 (ii) Trade receivables 12 1,807.25 1,570.50 (iii) Cash and cash equivalents 13 215.63 366.93 (iv) Bank balances other than (iii) above 14 15.24 123.91 (v) Other financial assets 6 1.05 5.66

(c) Other current assets 9 229.12 336.26 Total current assets 6,386.64 4,663.44 Total assets 7,858.93 5,969.09 B. EquITY AND LIABILITIES

1. Equity(a) Equity share capital 15 122.65 112.74 (b) Instruments entirely equity in nature 16 - 242.27 (c) Other equity 17 6,062.96 3,959.67

Total equity 6,185.61 4,314.68 2. Liabilities

Non-current liabilities(a) Financial liabilities

(i) Borrowings 18 - 2.18 (ii) Other financial liabilities 19 60.35 59.15

(b) Provisions 20 77.99 55.73 (c) Other non-current liabilities 21 5.80 4.09

Total non-current liabilities 144.14 121.15 3. Current liabilities

(a) Financial liabilities(i) Borrowings 18 - 0.04 (ii) Trade payables

(a) total outstanding dues of micro and smallenterprises

22 184.40 16.86

(b) total outstanding dues other than (ii) (a) above 22 965.57 1,127.46 (iii) Other financial liabilities 19 78.97 68.52

(b) Provisions 21 1.87 1.22(c) Current tax liabilities (net) 20 57.47 31.29(d) Other current liabilities 23 240.90 287.87

Total current liabilities 1,529.18 1,533.26 Total liabilities 1,673.32 1,654.41 Total equity and liabilities 7,858.93 5,969.09

See accompanying notes forming part of the Ind AS Financial Statements (1-44)

In terms of our report attached For and on behalf of the Board of Directors of TCNS Clothing Co. Ltd.

For Deloitte Haskins & Sells LLPChartered Accountants(Firm’s Registration Number: 117366W/W-100018)

Satpal Singh Arora Onkar Singh Pasricha Anant Kumar Daga Partner Chairman Managing Director Membership No. 098564 DIN : 00032290 DIN : 07604184

Venkatesh Tarakkad Piyush AsijaChief Financial Officer Company Secretary

ICSI M. No. 21328Place : New Delhi Place : New DelhiDate : May 28, 2019 Date : May 28, 2019









Statement of Profit and Lossfor the year ended March 31, 2019 (All amounts in ` million except otherwise specified

Particulars Note No.

For the year ended March 31, 2019


1. Revenue from operations 24 11,479.53 10,009.91 2. Other income 25 75.21 67.32 3. Total income (1+2) 11,554.74 10,077.23 4. Expenses

(a) Cost of materials consumed 26 4,351.64 3,703.93 (b) Changes in inventories of finished goods and work-in-

progress27 (452.52) (279.39)

(c) Excise duty - 39.37 (d) Employee benefits expense 28 1,437.74 1,236.14 (e) Finance costs 29 5.14 6.71 (f) Depreciation and amortisation expense 30 222.10 166.71 (g) Other expenses 31 4,374.41 3,755.48

Total expenses 9,938.51 8,628.95 5. Profit before tax (3-4) 1,616.23 1,448.28 6. Tax expense:

- Current tax 32 348.67 483.58 - Deferred tax credit 7 (46.79) (16.27)

Total tax expense 301.88 467.31 7. Profit for the year (5-6) 1,314.35 980.97 8. Other comprehensive income

Items that will not be reclassified to profit or loss(a) Re-measurement of the defined benefit plans 5.96 (5.04)(b) Tax related to above item 32 (2.08) 1.74

Total other comprehensive income / (expense) for the year (net of tax)

3.88 (3.30)

9. Total comprehensive income for the year (7+8) 1,318.23 977.67 Earnings per equity share (Face value of ` 2 each): Basic (in `) 36 20.95 16.12 Diluted (in `) 36 20.60 15.36



Cash Flow Statementfor the year ended March 31, 2019(All amounts in ` million except otherwise specified

Particulars For the year ended

March 31, 2019 For the year ended

March 31, 2018

A. CASH FLOW FROM OPERATING ACTIVITIESProfit before tax 1,616.23 1,448.28

Adjustments for

Depreciation and amortisation expense 222.10 166.71

Re-measurement of defined benefit plan 5.96 (5.04)

Interest income (48.53) (13.22)

Finance costs 5.14 6.71

Loss on Sale of Property, Plant and Equipment 13.29 9.50

Property, Plant and Equipment written off 6.41 -

Allowance for expected credit loss 13.87 9.28

Fair Valuation of investment 1.54 0.62

Share based payments 164.05 215.48

Operating profit before Working Capital Changes 2,000.06 1,838.32

Changes in working capital:

Adjustments for (increase) / decrease in operating assets:

Inventories (501.42) (299.16)

Trade receivables (250.62) (582.76)

Other financial assets (115.93) (39.65)

Other assets 95.79 (321.65)

Adjustments for increase / (decrease) in operating liabilities:

Other financial liabilities 10.82 2.10

Other liabilities (45.26) 199.98

Provisions 22.91 18.63

Trade payables 5.65 51.04

Cash generated from operations 1,221.98 866.85

Less: Income tax paid (including Tax Deducted at Source) (322.51) (452.29)

NET CASH GENERATED BY OPERATING ACTIVITIES (A) 899.49 414.56

B. CASH FLOWS FROM INVESTING ACTIVITIESCapital expenditure on property, plant and equipment (including capital advances)

(256.83) (244.91)

Capital expenditure on intangible assets (including capital advances)

(6.30) (40.09)

Proceeds from sale of property, plant and equipment 25.81 11.38

Purchase of Short-term investments (2,597.31) (4.24)

Sale of Short-term investments 1,239.02 -

Net investment in bank deposits 108.67 (11.30)

Interest received and dividend received 53.19 11.72

NET CASH uSED IN INVESTING ACTIVITIES (B) (1,433.75) (277.44)




Cash Flow Statementfor the year ended March 31, 2019 (Contd.)(All amounts in ` million except otherwise specified



March 31, 2018

C. CASH FLOW FROM FINANCING ACTIVITIES (REFER NOTE BELOW)Repayment of Short-term borrowings (0.04) (83.28)

Repayment of Long-term borrowings (0.48) (2.22)

Shares issued on exercise of employee stock options 388.62 60.00

Proceeds from issue of Convertible Redeemable Debentures (CRDs)

- 242.27

Finance costs (5.14) (6.71)

NET CASH GENERATED BY FINANCING ACTIVITIES (C) 382.96 210.06

Net (Decrease)/Increase in cash and cash equivalents (A+B+C) (151.30) 347.18

Cash and cash equivalents at the beginning of the year 366.93 19.75

Cash and cash equivalents at the year-end* 215.63 366.93

* Cash and cash equivalents at the end of the year comprises

- Cash on hand 11.03 10.04

- Balances with banks

In current accounts 204.60 106.89

In deposits - 250.00

215.63 366.93

Note:








Stat

emen

t for

chan

ges i

n th

e equ

ityfo

r the

year

ende

d M

arch

31,

2019

(All

amou

nts

in `

mill

ion

ex

cep

t oth

erw

ise

spec

ified

a.Eq

uity

sha

r e c

apit

al

Part

icul

ars

Am

ount

Ope

ning

bal

ance

as

at A

pril

1, 2

017

111

.24

S

har

es is

sued

du

rin

g th

e ye

ar 1

.50

S

har

es c

onve

rted

du

rin

g th

e ye

ar -

B

alan

ce a

s at

Mar

ch 3

1, 2

018

112

.74

S

har

es is

sued

du

rin

g th

e ye

ar 9

.91

Sh

ares

con

vert

ed d

uri

ng

the

year

-

Bal

ance

as

at M

arch

31,

20

19 1

22

.65

b.In

stru

men

ts e

ntir

ely

equi

ty in

nat

ure

(Ref

er N

ote

16)

Part

icul

ars

Am

ount

Conv

erti

ble

Red

eem

able

Deb

entu

res

(CR

Ds)

Ope

ning

bal

ance

as

at A

pril

1, 2

017

-

Issu

ed d

uri

ng

the

year

24

2.2

7 C

onve

rted

du

rin

g th

e ye

ar -

B

alan

ce a

s at

Mar

ch 3

1, 2

018

24

2.2

7 Is

sued

du

rin

g th

e ye

ar -

C

onve

rted

du

rin

g th

e ye

ar (2

42

.27)

Bal

ance

as

at M

arch

31,

20

19 -

c.O

ther

equ

ity

Part

icul

ars

Res

erve

s an

d su

rplu

s

Tota

lGe

nera

l R

eser

veSe

curi

ties

pr

emiu

m

Shar

e op

tion

ou

tsta

ndin

g ac

coun

tR

etai

ned

Earn

ings

Ope

ning

bal

ance

as

at A

pril

1, 2

017

2

9.6

0

1,6

17.2

9

1,0

46

.58

1

4.5

5 2

,70

8.0

2

Rec

ogn

itio

n o

f sh

are

bas

ed p

aym

ents

-

-

215

.48

-

2

15.4

8

Ad

dit

ion

s d

uri

ng

the

year

-

5

8.5

0

-

-

58

.50

T

ran

sfer

in r

esp

ect t

o E

SO

P e

xer

cise

d

-

14

4.3

0

(14

4.3

0)

-

-P

rofi

t for

the

year

-

-

-

98

0.9

7 9

80

.97

Re-

mea

sure

men

t of

defi

ned

ben

efit p

lan

(net

of

tax

) -

-

-

(3.3

0)

(3.3

0)

Bal

ance

as

at M

arch

31,

20

18 2

9.6

0

1,8

20.

09

1

,117.

76

99

2.2

2

3,9

59.6

7 R

ecog

nit

ion

of

shar

e b

ased

pay

men

ts

-

- 1

64

.08

1

64

.08

A

dd

itio

ns

du

rin

g th

e ye

ar

-

62

0.9

8

62

0.9

8

Tra

nsf

er in

res

pec

t to

ES

OP

ex

erci

sed

-

7

93.

26

(7

93.

26

) -

P

rofi

t for

the

year

-

-

1,3

14.3

5 1

,314

.35

Re-

mea

sure

men

t of

defi

ned

ben

efit p

lan

(net

of

tax

) -

-

3.8

8

3.8

8

Bal

ance

as

at M

arch

31,

20

19 2

9.6

0

3,2

34.3

3 4

88.

58

2,3

10.4

5 6

,06

2.9

6

See

acc

omp

anyi

ng

not

es f

orm

ing

par

t of

the

Ind

AS

Fin

anci

al S

tate

men

ts (1

-44

)




Notes forming part of the Financial Statements for the year ended March 31, 2019(All amounts in ` million except otherwise specified

1. GENERAL INFORMATION

TCNS Clothing Co. Private Limited (“”the Company)was incorporated in India having its registered officeat 3, Community centre, Saket, New Delhi - 110017.The Company is mainly engaged in the businessof manufacturing and sale of contemporaryIndian wear which includes top-wear, bottom-wear and drape wear for women under thebrand name “”W””, “”Aurelia”” and “” Wishful””.A fresh certificate of incorporation consequent tothe change in name to TCNS Clothing Co. Limitedwas issued by the Registrar of Companies Delhi onJanuary 19, 2018 under section 18 of the Companies Act, 2013 to give effect to the change in name ofthe Company. During the year ended March 31,2019 the Company has completed the initial publicoffering through an offer for sale of equity sharesby certain shareholders. The equity shares of theCompany were listed on National Stock Exchange(‘NSE’) and Bombay Stock Exchange (‘BSE’) witheffect from July 30, 2018.

2. SIGNIFICANT ACCOuNTING POLICIES

The significant accounting policies applied bythe Company in the preparation of its financialstatements are listed below. Such accountingpolicies have been applied consistently to all theperiods presented in these financial statements.

2.1. Statement of compliance

The financial statements are prepared and presented in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015, as amended from time to time as notified under Section 133 of the Companies Act 2013 , the relevant provision of the Companies Act 2013 (“the Act”)

2.2. Application of new Indian Accounting Standard

2.2.1 Ind AS 116 Leases:

Ind AS 116 Leases, introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months. Lessees are required to initially recognised a lease liability for the obligation to make lease payments and a right-to-use assets for the right to use the underlying asset for the lease term. The lease liability is measured at

the present value of the lease payments to be made over the lease term.

The new standard permit lessees to use either a full retrospective or a modified retrospective approach on transition for leases existing at the date of transition, with options to use certain transition reliefs.

Ind AS 116, was notified on March 30, 2019 by Ministry of Corporate Affairs and will be effective for period beginning on or after April 1, 2019. This standard will replace the existing leases standard, Ind AS 17 Leases, and related interpretations. The Company is currently evaluating the impact that the adoption of this standard will have on its financial statements.

2.2.2 Amendments to Indian Accounting Standards (Ind AS) issued but not yet effective:

The amendments to standards that are issued, but not yet effective, up to the date of issuance of the financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective. The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2017 and Companies (Indian Accounting Standards) Amendment Rules, 2018 amending the following standards:

a) Amendments to Ind AS 12 - Recognitionof Deferred Tax Assets for UnrealisedLosses:

The amendments clarify that an entityneeds to consider whether tax lawrestricts the sources of taxable profitsagainst which it may make deductionson the reversal of that deductibletemporary difference. Furthermore,the amendments provide guidanceon how an entity should determinefuture taxable profits and explain thecircumstances in which taxable profitmay include the recovery of some assetsfor more than their carrying amount.Entities are required to apply theamendments retrospectively. However,on initial application of the amendments,the change in the opening equity of


Notes forming part of the Financial Statements for the year ended March 31, 2019 (Contd.) (All amounts in ` million except otherwise specified

the earliest comparative period may be recognised in opening retained earnings (or in another component of equity, as appropriate), without allocating the change between opening retained earnings and other components of equity. Entities applying this relief must disclose that fact. These amendments are effective for annual periods beginning on or after April 1, 2019. The Company does not have unrealised losses, hence, these amendments are not expected to have material effect on Company’s financial statements.

b) Amendment to Ind AS 19 – Planamendment, curtailment or settlement:

On March 30, 2019, Ministry of CorporateAffairs issued amendments to Ind AS19, ‘Employee Benefits’, in connectionwith accounting for plan amendments,curtailments and settlements.

The amendments require an entity :• to use updated assumptions to

determine current service cost andnet interest for the remainder ofthe period after a plan amendment,curtailment or settlement; and

• to recognise in profit or loss as partof past service cost, or a gain or losson settlement, any reduction in asurplus, even if that surplus wasnot previously recognised becauseof the impact of the asset ceiling.Effective date for application ofthis amendment is annual periodbeginning on or after April 1, 2019.The Company does not have anymaterial impact on account of thisamendment.

c) Amendment to Ind AS 109 – PrepaymentFeatures with Negative Compensation:

Ind AS 109 Prepayment Featureswith Negative Compensation : Theamendments relate to the existingrequirements in Ind AS 109 regardingtermination rights in order to allowmeasurement at amortised cost (or,depending on the business model, at

fair value through other comprehensive income) even in the case of negative compensation payments. The Company does not expect this amendment to have any impact on its financial statements.

d) Amendment to Ind AS 23 – BorrowingCosts:

The amendments clarify that if anyspecific borrowing remains outstandingafter the related asset is ready for itsintended use or sale, that borrowingbecomes part of the funds that an entityborrows generally when calculatingthe capitalisation rate on generalborrowings. The Company does notexpect this amendment to have anyimpact on its financial statements.

2.3. Basis of preparation and presentation

The Ind AS financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. The provisions of the Companies Act ,2013 (‘the Act’) (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued there after. Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current. The Ind AS Financial Statements are presented in Indian Rupees (‘`’) and all values are rounded off to the nearest two decimal million except otherwise stated. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market





participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these Ind AS financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of Ind AS 102 and measurements that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 or value in use in Ind AS 36. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: • Level 1 inputs are quoted prices

(unadjusted) in active markets foridentical assets or liabilities that theentity can access at the measurementdate;

• Level 2 inputs are inputs, other thanquoted prices included within Level1, that are observable for the asset orliability, either directly or indirectly; and

• Level 3 inputs are unobservable inputsfor the asset or liability.

2.4. Functional and Presentation Currency

The Ind AS Financial Statements are presented in Indian rupees, which is the functional currency of the Company and the currency of the primary economic environment in which the Company operates.

2.5. use of estimates and judgement

The preparation of Ind AS Financial Statements in conformity with Ind AS requires the management to make judgments, estimates and assumptions that affect the application of accounting

policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

2.6. Offsetting Financial Instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

2.7. Revenue recognition

The Company’s revenue majorly represents revenue from sale of apparels. The Company sells apparels through own stores and through business partners such as distributors, franchisees, large format stores and e-commerce. Effective April 01, 2018 the Company adopted Ind AS 115 ‘Revenue from Contracts with Customers’. The revenue is recognised once the entity satisfied that the performance obligation and control are transferred to the customers. The Company adopted Ind AS 115 using the full retrospective cumulative catch-up transition method which is applied to contracts that were not completed as of April 1, 2018.

2.7.1. Principal / Agent considerations

The Company assesses its revenue arrangement in order to determine if its business partner is acting as a principle or as an agent by analysing various factors such as whether the Company has exposure to the risk of unsold inventory, if it has price latitude and exposure to credit risk associated with the sale of goods. The Company has concluded that certain



arrangements with its business partner, where the Company has an unconditional obligation relating to unsold inventory, are on principal to agent basis and in such cases revenue is not recognised till the merchandise is sold to the end customers. For other cases the Company has concluded that its arrangements with business partners are on principal to principal and in such cases revenue is recognised when significant risks and rewards are transferred to the business partners.

2.7.2. Recognition and measurement of revenue

The Company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria of transfer of significant risks and rewards as described below is met. In all cases revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are inclusive of excise duty and net of returns, trade allowances, discounts, value added taxes and amounts collected on behalf of third parties, if any. Revenue recognised is net of the anticipated sales return which is estimated based on past trends.

2.7.3. Transfer of significant risks and rewards

Revenue is recognised on transfer of significant risks and rewards which generally coincides with the delivery of goods to customers.

- For business partner acting as principal,revenue is recognised upon sale to businesspartner.

- For business partner acting as agent,revenue is recognised once goods are soldby business partner to end-customers.

2.7.4. Interest income

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly

discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

2.8. Leases

Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease payments under operating leases are recognised as an expense on a straight line basis in the profit or loss over the lease term except where the lease payments are structured to increase in line with expected general inflation.

2.9. Foreign currency Transactions and balances

Transactions in foreign currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the exchange rates prevailing at reporting date of monetary assets and liabilities denominated in foreign currencies are recognized in the profit or loss and reported within foreign exchange gains / (losses).

2.10. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Interest income earned on the temporary investment of specific borrowings pending their expenditure or qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.11. Employee benefits

Company’s Employee benefit obligations include Short-term obligations, compensated absences and Post-employment obligations





which includes gratuity plan and contributions to provident fund.

2.11.1. Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

2.11.2. Compensated absences

Compensated absences in form of earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Re-measurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

2.11.3. Post-employment obligations

Defined benefit plans

The Company has defined benefit plan namely gratuity. The liability or asset recognised in the balance sheet in respect of gratuity plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuary using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting

period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.

Defined contribution plans The Company has defined contribution plans for post-employment benefit namely the provident fund. The Company’s contribution thereto is charged to the statement of profit and loss every year. The Company has no further payment obligations once the contributions have been paid.

2.12. Share-based payment to employees Equity-settled share-based payments to

employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 40 and 41.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision



of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.

2.13. Taxation

Income tax expense represents the sum of the current tax and deferred tax.

2.13.1. Current tax

The current tax is based on taxable profit for the year. Taxable profit differs from ‘Profit Before Tax’ as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates applicable for the respective period.

2.13.2. Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Ind AS Financial Statements and their tax bases. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences and incurred tax losses to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted

or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

2.13.3. Current and deferred tax for the year Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

2.14. Property, plant and equipment and Capital work-in-progress

All items of property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. The other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Capital work-in-progress

Projects under which tangible property, plant and equipment are not yet ready for their





intended use are carried at cost, comprising direct cost, related incidental expenses and attributable interest.

2.14.1. Depreciation method, estimated useful lives and residual value

Depreciation is calculated using the straight-line method on a pro-rata basis from the date on which each asset is put to use to allocate their cost, net of their residual values, over their estimated useful lives.

Depreciation has been provided in accordance with useful lives assessed lower than the life prescribed in Schedule II to the Companies Act, 2013, taking into account the nature of the asset, the estimated usage of the asset, the management’s estimates of the useful lives of the various categories of assets are as follows:

Plant and machinery 4 years

Furniture and fixtures 5 years

Office equipment 3 years

Vehicles 5 years

Leasehold improvements are amortised on a straight line basis over lease term or 5 years whichever is less.

The assets’ residual values and useful lives are reviewed and adjusted, if applicable, at the end of each reporting period.

2.14.2. Derecognition

An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. Gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in profit or loss within other gains / (losses).

2.15. Intangible assets

2.15.1. Intangible assets acquired separately Intangible assets comprising of computer software acquired separately are carried

at cost less accumulated amortisation and accumulated impairment losses. They are measured initially at purchase cost and then amortised on a straight-line basis over their estimated useful lives. All other costs on software are expensed in the statement of profit and loss as and when incurred.

2.15.2. Derecognition policy

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognised in profit or loss when the asset is derecognised.

2.15.3. Amortisation method and periods Intangible assets i.e. software are amortised on a straight line basis over its estimated useful life i.e. 3 years. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

2.16. Impairment of tangible and intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest cash-generating units for which a reasonable and consistent allocation basis can be identified.



Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

2.17. Inventories

Inventories are valued at the lower of cost (on weighted average basis) and the net realisable value after providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include appropriate proportion of overheads and, where applicable, excise duty. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

2.18. Provisions and contingencies Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

2.19. Financial instruments

Initial Recognition

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Subsequent measurement Financial assets and financial liabilities are

initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

2.20 Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or





convention in the marketplace.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

2.20.1. Classification of financial assets The Company classifies its financial assets in the following measurement categories:

• those to be measured subsequentlyat fair value (either through othercomprehensive income, or throughprofit or loss), and

• those measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. Investments in debt mutual funds are measured at fair value through profit or loss as per the business model and contractual cash flow test.

2.20.2. Impairment of financial assets

For trade receivables, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables. For other financial assets carried at amortised cost the Company assesses, on a forward looking basis, the expected credit losses associated with such assets and recognises the same in profit or loss.

2.20.3. Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and book overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

2.20.4. Derecognition of financial assets The Company derecognises financial assets in accordance with the principles of Ind AS 109 which usually coincides receipt of payment or write off of the financial asset.

2.21. Financial liabilities and equity instruments

2.21.1 Classification of debt or equity

Debt and equity instruments issued by a company entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2.21.2 Compound Financial Instruments

The component parts of compound financial instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity instruments.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recognized as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or at the instrument’s maturity date. The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound financial instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently re-measured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognized in other equity will be transferred to other component of equity. When the conversion option remains unexercised at the maturity date of the convertible note, the balance recognized in equity will be transferred to retained earnings. No gain or loss is recognized in profit or loss upon



conversion or expiration of the conversion option.

Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortized over the lives of the convertible notes using the effective interest method.

2.21.3 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a company entity are recognised at the proceeds received, net of direct issue costs.

2.21.4 Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at fair value through profit and loss.

However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Company, and Commitments issued by the Company to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.

2.21.5 Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in profit and loss account.

2.21.6 Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired.

2.22. Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) for the year attributable to the shareholders of the Company by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) for the year attributable to the shareholders of the Company as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

3. CRITICAL ACCOuNTING juDGEMENTS

In particular, information about significant areasof estimation, uncertainty and critical judgmentsin applying accounting policies that have the mostsignificant effect on the amounts recognized inthe Ind AS Financial Statements is included in thefollowing significant estimates:-

3.1. Income taxes

The Company’s tax jurisdiction is in India. Significant judgments are involved in determining the provision for income taxes, including the amount expected to be paid or





recovered in connection with uncertain tax positions.

3.2. Share-based payments to employees The fair value of share-based payments to employees determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. The fair value of stock options at the grant date are determined by an independent valuer using assumptions and method determined by the Company.

3.3. Plant and equipment and Intangible assets

The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of the Company’s assets are determined by the management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.


Not

es fo

rmin

g pa

rt of

the Fi

nanc

ial S

tatem

ents

fo

r the

year

ende

d M

arch

31,

2019

(Con

td.)

(All

amou

nts

in `

mill

ion

ex

cep

t oth

erw

ise

spec

ified

4.

PR

OP

ERT

Y, P

LAN

T A

ND

Eq

uIP

MEN

T

Part

icul

ars

As

at

Mar

ch 3

1, 2

019

A

s at

M

arch

31,

20

18

Carr

ying

am

ount

s of

:P

lan

t an

d e

qu

ipm

ent

0.4

8

1.7

8

Veh

icle

s 1

1.00

1

7.2

1 O

ffice

eq

uip

men

t 4

2.9

9

45.

85

Com

pu

ters

25.

92

6

.88

Fu

rnit

ure

an

d fi

xtu

res

152

.41

138

.53

Leas

ehol

d im

pro

vem

ents

3

03.

18

29

5.4

3 5

35.9

8

50

5.6

8

Part

icul

ars

Pla

nt a

nd

equi

pmen

t (R

efer

Not

e 'i'

be

low

)

Vehi

cles

(R

efer

Not

e 'ii

' be

low

)

Offi

ce e

quip

men

t (R

efer

Not

e 'i'

be

low

)

Com

pute

rs

(Ref

er N

ote

'i'

belo

w)

Furn

itur

e an

d fi

xtur

es

(Ref

er N

ote

'i'

belo

w)

Leas

ehol

d im

prov

emen

ts

(Ref

er N

ote

'i'

belo

w)

Tot

al

Gros

s ca

rryi

ng v

alue

O

peni

ng b

alan

ce a

s at

A

pril

1, 2

017

6.15

2

1.72

6

7.87

1

1.75

151

.20

3

11.3

6

570

.05

Ad

dit

ion

s -

7

.41

29

.82

4

.09

5

5.2

8

132

.44

2

29

.04

D

isp

osal

s /

adju

stm

ents

(2.6

5) (0

.82

) (3

.34

) (0

.28

) (1

0.4

2)

(22

.92

) (4

0.4

3)B

alan

ce a

s at

Mar

ch 3

1, 2

018

3.5

0

28.

31

94

.35

15.

56

19

6.0

6

42

0.8

8

758

.66

A

dd

itio

ns

0.0

6

-

28

.14

32

.50

6

0.10

1

51.4

9

272

.29

D

isp

osal

s /

adju

stm

ents

-

- (1

0.2

5) (5

.01)

(8.19

) (1

04

.61)

(12

8.0

6)

Bal

ance

as

at M

arch

31,

20

19 3

.56

2

8.31

1

12.2

4

43.

05

24

7.97

4

67.

76

90

2.8

9

Acc

umul

ated

dep

reci

atio

nO

peni

ng b

alan

ce a

s at

Apr

il 1,

20

17 1

.92

5

.61

18.

91

4.14

1

9.34

6

1.97

111

.89

Dep

reci

atio

n e

xp

ense

2.0

8

6.2

1 3

1.77

4.7

6

41.9

7 7

3.8

5 1

60

.64

D

isp

osal

s /

adju

stm

ents

(2.2

8)

(0.7

2)

(2.18

) (0

.22

) (3

.78

) (1

0.3

7) (1

9.5

5)B

alan

ce a

s at

Mar

ch 3

1, 2

018

1.7

2

11.1

0

48.

50

8.6

8

57.

53

12

5.4

5 2

52.9

8

Dep

reci

atio

n e

xp

ense

1.3

6

6.2

1 2

8.5

3 1

3.2

2

54

.49

9

9.14

2

02

.95

Dis

pos

als

/ ad

just

men

ts -

-

(7.7

8)

(4.7

7) (1

6.4

6)

(60

.01)

(89

.02

)B

alan

ce a

s at

Mar

ch 3

1, 2

019

3.0

8

17.

31

69.

25

17.

13

95.

56

16

4.5

8

36

6.9

1 N

et c

arry

ing

valu

eA

s at

Mar

ch 3

1, 2

019

0.4

8

11.0

0

42

.99

2

5.9

2

152

.41

30

3.18

5

35.9

8

As

at M

arch

31,

20

18 1

.78

1

7.2

1 4

5.8

5 6

.88

1

38.5

3 2

95.

43

50

5.6

8

Not

es:

i)P

rop

erty

, Pla

nt a

nd

eq

uip

men

t ex

cep

t veh

icle

s h

ave

bee

n p

led

ged

aga

inst

cas

h c

red

it. (

Ref

er N

ote

18)

ii)

Veh

icle

s lo

an is

sec

ure

d b

y fi

rst a

nd

ex

clu

sive

ch

arge

on

res

pec

tive

veh

icle

. (R

efer

Not

e 18

)





5. INTANGIBLE ASSETS

Particulars Computer SoftwareGross carrying value

Opening balance as at April 1, 2017 15.69 Additions 8.36 Disposals / adjustments (0.15)Balance as at March 31, 2018 23.90 Additions 62.60 Disposals / adjustments (20.70)Balance as at March 31, 2019 65.80

Accumulated amortisationOpening balance as at April 1, 2017 5.09 Amortisation expense 6.07 Disposals / adjustments (0.15)Balance as at March 31, 2018 11.01 Amortisation expense 19.15 Disposals / adjustments (20.64)Balance as at March 31, 2019 9.52

Net carrying valueAs at March 31, 2019 56.28 As at March 31, 2018 12.89

6. OTHER FINANCIAL ASSETS

(Unsecured, considered good)

Particulars As at

March 31, 2019 As at

March 31, 2018 Non-currentSecurity deposits 508.99 393.06 Total 508.99 393.06 Current

Accrued interest on bank deposits 1.05 5.66 Total 1.05 5.66

Note:

Other financial assets have been pledged against cash credit. (Refer Note 18)

7. DEFERRED TAx ASSETS

Particulars As at


March 31, 2018 Deferred tax assets (a) 164.16 116.12

Deferred tax liabilities (b) 4.44 1.11 Deferred tax assets (net) (a-b) 159.72 115.01



Deferred tax assets / (liabilities) in relation to:

ParticularsAs at

April 1, 2018Charged to

profit or loss

Charged to other comprehensive

incomeAs at

March 31, 2019a. Deferred tax assets in relation to:

- Provision for employee benefits 19.90 10.09 (2.08) 27.91

- Property, plant and equipment andintangible assets

89.33 34.24 - 123.57

- Fair value of security deposits given 3.41 0.95 - 4.36

- Others 3.48 4.84 - 8.32

Total 116.12 50.12 (2.08) 164.16 b. Deferred tax liabilities in relation to:

- Others 1.11 3.33 - 4.44

Total 1.11 3.33 - 4.44 Net Deferred tax assets 115.01 46.79 (2.08) 159.72

ParticularsAs at

April 1, 2017Charged to

profit or loss

Charged to other comprehensive

incomeAs at

March 31, 2018a. Deferred tax assets in relation to:

- Provision for employee benefits 13.26 4.90 1.74 19.90

- Property, plant and equipment andintangible assets

59.35 29.98 - 89.33

- Fair value of security deposits given 2.50 0.91 - 3.41

- Others 22.72 (19.24) - 3.48

Total 97.83 16.55 1.74 116.12 b. Deferred tax liabilities in relation to:

- Others 0.83 0.28 - 1.11

Total 0.83 0.28 - 1.11 Net Deferred tax assets 97.00 16.27 1.74 115.01

8. NON-CuRRENT TAx ASSETS

Particulars As at


March 31, 2018 Non-current tax assets (net of provision for tax of ` 406.39 ; March 31, 2018: ` 406.39) (Refer Note Below)

126.02 126.02

Total 126.02 126.02

The Company had claimed income tax credit of ` 250.84 in relation to deduction of fair value impact of share based payments to employees of ` 724.80 in the income tax return filed with the tax authorities for the assessment year 2017-18. However, this tax credit was not recorded in the books of account as the same was not required to be recognised in the financial statements for the year ended March 31, 2017 prepared under the previous GAAP. Based on the legal advice, the Company expects that it is probable to receive the income tax credit in this regard.





9. OTHER ASSETS

(Unsecured, considered good)

Particulars As at


March 31, 2018 Non-current(a) Capital advances 0.12 0.81 (b) Prepayments 82.35 71.00 Total 82.47 71.81 Current(a) Advances to employees 1.19 1.83 (b) Balance with government authorities (Goods and services tax

input receivable) 102.29 110.16

(c) Prepayments 51.17 51.37 (d) Advances to suppliers 27.13 25.28 (e) Other advances (Refer Note (i) below) 2.32 75.53 (f) Other Current assets (Refer Note 43) 45.02 72.09Total 229.12 336.26

Notes:

i) Other advances as at March 31, 2018 included amount recoverable from shareholders amounting to ` 72.46 onaccount of share issue expense for proposed Initial Public offer (‘IPO’). IPO expenses recoverable comprisesshare issue expenses incurred only by way of offer for sale by existing shareholders of the Company. Thesereceivables included fees paid to Bankers, Stock Exchanges, Securities Exchange Board of India (‘SEBI’),Lawyers, Auditors, etc., in connection with the IPO of the Company. As per offer agreement between theCompany and the selling shareholders, upon successful completion of the offer, all expenses with respect to theIPO were to be borne by the selling shareholders in proportion to their respective Offered Shares sold pursuantto the Offer. Accordingly, these expenses incurred in connection with the IPO have been recovered from sellingshareholders during the year.

ii) Other assets have been pledged against cash credit. (Refer Note 18)

10. INVENTORIES (LOWER OF COST AND NET REALISABLE VALuE)

Particulars As at


March 31, 2018 Raw materials 288.77 239.83 Work-in-progress 669.43 449.62 Finished goods 1,782.63 1,549.96 Total 2,740.83 2,239.41

Notes:

i) The cost of inventories recognised as an expense during the year ended March 31, 2019 is ` 3,899.12 (for theyear ended March 31, 2018: ` 3,423.79).

ii) The cost of inventories recognised as an expense includes ` 139.47 (for the year ended March 31, 2018: ` 214.27)in respect of write-downs of inventory to net realisable value.

iii) Inventories amounting to ` 1,066.21 (As at March 31, 2018: ` 933.96) are lying with third parties as at the year-end.

iv) The mode of valuation of inventory has been stated in note 2.17.

v) Inventories have been pledged against cash credit. (Refer Note 18)

vi) Effective from April 01, 2018, the Company has adopted Indian Accounting Standard (Ind AS) 115 ‘Revenue fromContracts with Customer’ using retrospective approach, Refer Note 43 for impact on Inventories.


11. INVESTMENTS

Current

Particulars As at


March 31, 2018 unquoted Investments (measured at fair value through profit or loss)

Investments in Mutuals Funds- Liquid mutual Fund units 4,13,05,884 1,166.52 - -

Quoted Investments (Measured at fair value through Profit or Loss) (a) Investments in Unit Linked Insurance Plans (ULIP)

- ULIP - - 11,52,693 20.77 (b) Investments in debentures or bonds

- 8.7% Kotak Mahindra Prime Limited -NCD - Nov 08, 2019 200 211.00 - -Total 4,13,06,084 1,377.52 11,52,693 20.77 Aggregate amount of quoted investments - 211 - 20.77 Aggregate amount of unquoted investments - 1,166.52 - -

Note:

Investments have been pledged against cash credit. (Refer note 18)

12. TRADE RECEIVABLES

Particulars As at


March 31, 2018 Current Unsecured, considered good 1,807.25 1,570.50 Unsecured, considered doubtful 23.80 9.93

1,831.05 1,580.43 Less: Allowance for doubtful trade receivables (expected credit loss allowance)

23.80 9.93

Total 1,807.25 1,570.50

Notes:

i) The average credit period on sale of products is 30 to 60 days. No interest is charged on trade receivables ondelayed payments.

ii) The Company has used a practical expedient by computing the expected credit loss allowance for tradereceivables based on a detailed analysis of trade receivables. The analysis takes into account historical creditloss experience and adjusted for forward looking information.

iii) Movement in expected credit loss allowance



March 31, 2018 Balance as at the beginning of the year 9.93 0.65 Movement in the expected credit loss allowance on trade receivables

13.87 9.28

Balance as at the end of the year 23.80 9.93

iv) Age of receivables

Particulars As at


March 31, 2018 Less than 180 days 1,807.25 1,570.50 More than 180 days (net of allowance for doubtful trade receivable)

- -






v) Ageing wise % of expected credit loss allowance

Particulars As at


March 31, 2018 Less than 180 days 0% 0%More than 180 days (net of allowance for doubtful trade receivable)

100% 100%

vi) Customers who represent more than 5% of the total balance of trade receivables:

Particulars As at


March 31, 2018 Customer 1 98.20 123.08 Customer 2 - * 98.51 Customer 3 - * 98.21 Customer 4 - * 82.42

98.20 402.22

* Represents customer not having more than 5% of total balance of trade receivable as on respective reportingdates.

vii) Credit risk has always been managed by the Company through credit approvals, establishing credit limits andcontinuously monitoring the credit worthiness of customers to which the Company grants credit terms in thenormal course of business.

viii) There are no outstanding trade receivables due from directors or other officers of the Company.

ix) Trade receivables have been pledged against cash credit. (Refer Note 18)

x) Effective from April 01, 2018 the Company has adopted Indian Accounting Standard (Ind AS) 115, ‘Revenue fromContracts with Customer’ using retrospective approach. Refer Note 43 for impacts on trade receivables.

13. CASH AND CASH EquIVALENTS

For the purpose of statement of cash flows, cash and cash equivalents includes cash on hand and in banks. cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the balance sheet as follows:

Particulars As at


March 31, 2018 Cash on hand 11.03 10.04 Balance with Banks- In current accounts 204.60 106.89 - In demand deposit accounts - 250.00Total 215.63 366.93

Note:

Cash and cash equivalents have been pledged against cash credit. (Refer Note 18)

14. OTHER BANK BALANCES

Particulars As at


March 31, 2018 Balances with banks- In deposit accounts 1.62 116.05 - As margin money against letter of credit 12.45 6.72 - In earmarked deposit accounts held as margin money against

borrowings and guarantees 1.17 1.14

Total 15.24 123.91

Note:

Other bank balances have been pledged against cash credit. (Refer Note 18)



15. EquITY SHARE CAPITAL

Particulars



Number Amount Number Amount Authorised share capital:Equity share capitalEquity Shares of ` 2 each (March 31, 2018: ` 2 each) with voting rights

18,00,00,000 360.00 18,00,00,000 360.00

Preference share capitalPreference shares of ` 1 each (March 31, 2018: ` 1 each) 2,00,00,000 20.00 2,00,00,000 20.00 Issued share capital: 20,00,00,000 380.00 20,00,00,000 380.00 Equity Shares of ` 2 each (March 31, 2018: ` 2 each) with voting rights

6,13,23,124 122.65 5,63,70,398 112.74

6,13,23,124 122.65 5,63,70,398 112.74 Subscribed and Paid-up share capitalEquity Shares of ` 2 each (March 31, 2018: ` 2 each) with voting rights

6,13,23,124 122.65 5,63,70,398 112.74

Total 6,13,23,124 122.65 5,63,70,398 112.74

a. Reconciliation of the shares outstanding at the beginning and at the end of the year:

Particulars



Number Amount Number Amount Equity shares with voting rightsAt the beginning of the year 5,63,70,398 112.74 11,12,40,799 111.24 Shares issued during the year 49,52,726 9.91 7,50,000 1.50 Less: Impact of fraction shares - - 3 - Less: Effect of change in face value of shares (Refer Note 'e' below)

- - 5,56,20,398 -

At the end of the year 6,13,23,124 122.65 5,63,70,398 112.74

b. Details of shares held by each shareholder holding more than 5% shares

Class of shares / Name of the shareholder



Number of shares held

(Refer Note 'e' below)

% holding in that

class of shares

Number of shares held

(Refer Note 'e' below)

% holding in that

class of shares

Equity shares with voting rightsOnkar Singh Pasricha 67,52,681 11.01% 91,92,989 16.31%Arvinder Singh Pasricha 94,70,671 15.44% 1,21,85,256 21.62%Wagner Limited 1,80,20,119 29.39% 2,49,31,803 44.23%Parmeet Pasricha 32,03,405 5.22% 32,03,405 5.68%Anant Daga 36,05,124 5.88% - -

c. Shares reserved for issuance towards outstanding employee stock options granted/available for grant:

Particulars As at


March 31, 2018 Equity Shares of ` 2 each (March 31, 2018: ` 2 each) (No. in millions)

7.31 11.59





d. Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having a par value of ` 2 each as at March 31, 2019 (March 31,2018: ` 2 each). Each holder of equity shares is entitled to one vote per share. In the event of liquidation of theCompany, holder of equity shares will be entitled to receive remaining assets of the Company after distributionof all preferential amount. The distribution will be in proportion to the number of equity shares held by theshareholders. The dividend proposed by the Board of Directors is subject to the approval of the shareholdersin the ensuing Annual General Meeting, except in case of interim dividend.

e. Change in face value of equity shares

The Company had changed the face value of its equity shares from ` 1 per equity share to ` 2 per equity shareon January 5, 2018.

16. INSTRuMENTS ENTIRELY EquITY IN NATuRE

Particulars As at


March 31, 2018 Convertible redeemable debentures - 242.27

Terms and conditions for Convertible redeemable debentures

On February 2, 2018 the Company had issued 1,298,132 fully paid up Convertible Redeemable Debentures (“CRDs”) at the price of ` 186.63 per CRD amounting to ` 242.27 carrying an interest rate of 0.01% per annum. The holder of the CRD, could, at any time, cause the Company to convert such CRD into Equity Shares of ̀ 1 each on a 1:1 basis, provided, however, that the CRDs shall automatically be converted into Equity Shares immediately prior to the filing of a Red Herring Prospectus (RHP) by the Company in connection with a proposed Initial Public Offering of its Equity Shares. The Company converted above CRDs into 649,066 equity shares of face value of ` 2 each in the Board Meeting held on May 28, 2018.

17. OTHER EquITY

Particulars As at


March 31, 2018 General reserve 29.60 29.60 Securities Premium 3,234.33 1,820.09 Share options outstanding account 488.58 1,117.76 Retained earnings 2,310.45 992.22 Total 6,062.96 3,959.67

i) General reserve

Particulars As at


March 31, 2018 Balance as at beginning of the year 29.60 29.60 Addition during the year - -Balance as at end of the year 29.60 29.60

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in general reserve will not be reclassified subsequently to profit or loss.



ii) Securities Premium

Particulars As at


March 31, 2018 Balance as at beginning of the year 1,820.09 1,617.29 Issue of shares 620.98 58.50 Transfer from share option outstanding account 793.26 144.30 Balance as at end of the year 3,234.33 1,820.09

Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

iii) Share Option outstanding account

Particulars As at


March 31, 2018 Balance as at beginning of the year 1,117.76 1,046.58 Recognition of share based payments 164.08 215.48 Transfer to Share premium reserve (793.26) (144.30)Balance as at end of the year 488.58 1,117.76

The above reserve relates to share options granted by the Company to its employees under its employee share option plan. Further information about share-based payments to employees is set out in note 40.

iv) Retained earnings

Particulars As at


March 31, 2018 Balance as at beginning of the year 992.22 14.55 Profit for the year 1,314.35 980.97 Other comprehensive income / (loss) arising from remeasurement of defined benefit obligation (net of income tax)

3.88 (3.30)

Balance as at end of the year 2,310.45 992.22

Retained earnings reflect surplus / deficit after taxes in the statement of profit or loss. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the balance in this reserve and also considering the requirements of the Companies Act, 2013.

18. BORROWINGS

Particulars As at


March 31, 2018 Secured - at amortised costNon-current borrowingsVehicle loans from others (Refer Note ‘1’ below) - 2.18 Current maturities of long-term borrowings (secured)Vehicle loans from others (Refer Note ‘1’ below) 2.18 0.48

2.18 2.66 Less: Reclassified to other financial liabilities (Refer Note 19) (2.18) (0.48)Total - 2.18 Current borrowingsCash credit from bank (Refer Note ‘2’ below) - 0.04 Total - 0.04

Notes:

1. Vehicle loans

1.1 Interest

Interest rate on vehicle loan is ranging between 9.65% per annum - 10.50% per annum.





1.2 Repayment terms

The repayment schedule of outstanding balances of vehicle loans is as under:

Repayable in As at


March 31, 2018 2018-2019 - 0.48

2019-2020 2.18 2.18

2.18 2.66

1.3 Security

Vehicle loans are secured by first and exclusive charge on respective vehicles.

2. Cash credit facility

Cash Credit is secured by hypothecation of entire current assets, movable and immovable assets of theCompany.

19. OTHER FINANCIAL LIABILITIES

Particulars As at


March 31, 2018 Non-Current Security deposits received 60.35 59.15

Total 60.35 59.15 Current(a) Current maturities of long-term borrowings (secured)

(Refer Note 18) 2.18 0.48

(b) Security deposits received 52.85 45.83

(c) Creditors for capital goods 20.51 21.38

(d) Interest accrued on trade payable (Refer Note 22) 3.43 0.83

Total 78.97 68.52

20. PROVISIONS

Particulars As at


March 31, 2018 Non-Current Provision for employee benefits: (a) Provision for compensated absences 10.45 4.90

(b) Provision for gratuity (Refer Note 37) 67.54 50.83

Total 77.99 55.73 CurrentProvision for employee benefits:(a) Provision for compensated absences 0.82 0.50

(b) Provision for gratuity (Refer Note 37) 1.05 0.72

Total 1.87 1.22



21. OTHER LIABILITIES

Particulars As at


March 31, 2018 Non-CurrentDeferred income 5.80 4.09

5.80 4.09 Current(a) Deferred income 6.01 4.99

(b) Advances from customers 10.91 8.69

(c) Statutory dues 113.47 99.98

(d) Refund liability for expected sales return (Refer Note 43) 110.51 174.21

Total 240.90 287.87

22. TRADE PAYABLES

Particulars As at


March 31, 2018 CurrentTrade Payables (including Acceptances)*

(a) Total outstanding dues of micro and small enterprises 184.40 16.86

(b) Total outstanding dues other than micro and small enterprises 965.57 1,127.46

Total 1,149.97 1,144.32

* Acceptances include arrangements where operational supplier of goods and services are initially paid bybanks while the Company continues to recognise the liability till settlement with the banks which are normallyeffected within a period of 90 days amounting to ` 23.85 and ` 96.46 as on March 31, 2019 and March 31, 2018respectively.

Notes:

i) The average credit period on purchases of goods and services are within 30 to 75 days.

ii) Disclosures required under Section 22 of the Micro and Small Enterprises Development Act, 2006

Particulars As at


March 31, 2018 (I) (a) the principal amount remaining unpaid to any supplier 184.40 16.86

(b) interest due thereon 3.43 0.83

(II) The amount of interest paid along with the amounts of thepayment made to the supplier beyond the appointed day

- -

(III) Interest due and payable for the period of delay in makingpayment other than the interest specified under the Micro andSmall Enterprises Development Act, 2006

- -

(IV) The amount of interest due and payable for the year 2.61 0.79

(V) The amount of interest accrued and remaining unpaid at theend of the accounting year

3.43 0.83

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.




23. CuRRENT TAx LIABILITIES (NET)

Particulars As at


March 31, 2018 Current tax liabilities

Income tax payable 832.51 483.58 Less: Advance income tax (including Tax Deducted at Source receivable)

775.04 452.29

Net current tax liabilities 57.47 31.29

24. REVENuE FROM OPERATIONS



March 31, 2018 (a) Sale of products - Apparels (Refer Note below) 11,478.74 10,009.19 (b) Other operating revenue

- Duty drawback and export scheme license 0.79 0.72 Total 11,479.53 10,009.91

Notes :-

i) Effective from April 01, 2018, the Company has adopted Indian Accounting Standard (Ind AS) 115 ‘Revenue fromcontracts with customer’ using retrospective approach Refer Note 43 impact on Revenue from Operations.

ii) Reconciliation of revenue recognised with contract price :



March 31, 2018 Revenue from sale of products (gross) at contract price 12,363.36 10,806.94 Adjustments :-Discount and incentives (884.62) (797.75)Net revenue for sale of products 11,478.74 10,009.19

25. OTHER INCOME



March 31, 2018 (a) Interest income earned on financial assets that are measured

at amortised cost- Bank deposits 16.02 13.22 - Security deposits 11.16 48.37

(b) Income earned on financial assets that are measured at fairvalue through profit or loss- Interest income on Debentures 11.10 - - Dividend income on Liquid mutual funds 14.67 -

(c) Other gains and losses- Net gain arising on financial assets designated as at fair

value through profit or loss 1.54 0.62

- Net gain on sale of financial assets 6.74 - - Miscellaneous income 13.98 5.11

Total 75.21 67.32




26. COST OF MATERIALS CONSuMED



March 31, 2018 (a) Raw materials at the beginning of the year 239.83 220.06 (b) Add: Purchases 4,400.58 3,723.70

4,640.41 3,943.76 (c) Raw materials at the end of the year 288.77 239.83 Total 4,351.64 3,703.93

27. CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS



March 31, 2018 (a) Closing stock

- Finished goods 1,782.63 1,549.96 - Work-in-progress 669.43 449.62

2,452.06 1,999.58 (b) Opening stock

- Finished goods 1,549.96 1,373.22 - Work-in-progress 449.62 346.97

1,999.58 1,720.19 Total (452.52) (279.39)

28. EMPLOYEE BENEFITS ExPENSE



March 31, 2018 (a) Salaries and wages 1,149.80 926.67 (b) Share based payments to employees (Refer Note 40) 164.05 215.48 (c) Contribution to provident fund 57.70 44.65 (d) Gratuity expense (Refer Note 37) 23.82 14.44 (e) Staff welfare expenses 42.37 34.90 Total 1,437.74 1,236.14

29. FINANCE COSTS



March 31, 2018 (a) Interest expenses for financial liabilities not classified as at fair

value through profit or loss:- Borrowings 0.48 2.79 - Trade payables 2.61 0.85 - Security deposits 1.38 1.37

(b) Interest on delayed payment of taxes - 0.04 (c) Other borrowing costs 0.67 1.66 Total 5.14 6.71





30. DEPRECIATION AND AMORTISATION ExPENSE



March 31, 2018 (a) Depreciation of plant and equipment 202.95 160.64 (b) Amortisation of intangible assets 19.15 6.07 Total 222.10 166.71

31. OTHER ExPENSES



March 31, 2018 (a) Power and fuel 79.10 65.00 (b) Rent (Refer Note 35) 1,099.43 938.39 (c) Repair and maintenance 173.61 131.77 (d) Insurance expenses 3.14 3.88 (e) Rates and taxes 6.46 9.16 (f) Communication 9.58 10.63 (g) Travelling and conveyance 33.44 24.77 (h) Printing and stationery 4.36 6.33 (i) Freight charges 66.98 67.14 (j) Advertisement and sales promotion 375.52 334.55 (k) Donations and contributions 0.57 0.53 (l) Legal and professional 53.47 48.04 (m) Payments to auditors (Refer Note ‘ii’ below) 13.21 8.93 (n) Expenditure on corporate social responsibility (Refer Note ‘i’

below) 8.85 14.43

(o) Loss on plant and equipment sold / scrapped / written off(Refer Note ‘iii’ below)

19.70 9.50

(p) Selling and distribution expenses 2,387.99 2,051.47 (q) Allowance for expected credit loss 13.87 9.28 (r) Miscellaneous expenses 25.13 21.68 Total 4,374.41 3,755.48

Notes:

(i) Expenditure on corporate social responsibility



March 31, 2018 (a) Gross amount required to be spent by the Company during

the year 23.43 16.61

(b) Amount spent on construction/ acquisition of assets - -(c) Amount spent during the year for purposes other than

construction/ acquisition of assets 8.85 14.43

(d) Amount paid to related party - -

(ii) Payment to auditors comprise (net of tax input credit, where applicable):



March 31, 2018 To Statutory auditors for:(a) For audit (including Limited review) 6.80 5.10 (b) For taxation matters 2.78 3.70 (c) For other services (including certification) 3.37 - (d) Reimbursement of expenses 0.26 0.13 Total 13.21 8.93


(iii) Loss on plant and equipment sold / scrapped / written off :



March 31, 2018 Loss on sale of property, plant and equipment 13.29 9.50 Impairment loss on property, plant and equipment 6.41 -

19.70 9.50

32. TAx ExPENSE

(i) Income tax recognised in profit or loss



March 31, 2018 (a) Current tax 348.67 483.58 (b) Deferred tax (46.79) (16.27)Total 301.88 467.31

(ii) The income tax expense for the year can be reconciled to the accounting profit as follows:



March 31, 2018 Profit before tax 1,616.23 1,448.28 (a) Income tax expense calculated at 34.944% (For the year

ended March 31, 2018: 34.608%) 564.78 501.22

(b) Effect of expenses that are not deductible in determiningtaxable profit

- Corporate social responsibility expenses (Including donations) 3.09 3.11 - Effect of deferred tax balances due to change in income taxrate from 34.608% to 34.944%

- (0.75)

- Others 44.67 21.11 47.76 23.47

(c) Effect of expenses that are deductible in determining taxableprofit

- Impact of Share based payments to employees (Refer NoteBelow)

(270.61) (54.16)

- Deduction u/s 80JJAA in respect of employment of newemployees

(40.05) (3.22)

(310.66) (57.38)Income tax expense recognised in profit or loss (a+b+c) 301.88 467.31

(iii) Income tax recognised in other comprehensive income



March 31, 2018 Deferred tax arising on expense recognised in other comprehensive income:Items that will not be reclassified to profit or loss- Remeasurement of the defined benefit plans (2.08) 1.74 Total (2.08) 1.74

Notes:

Based on legal opinion from external counsels, the Company has during the year claimed a total allowance of ` 937.33 (March 31, 2018: ` 371.99) on account of Employee Stock Option (ESOP) expenses while computing its income tax liability for the year ended March 31, 2019. The same include ESOP expense charged to Profit and Loss account aggregating to ` 164.05 (March 31, 2018: ` 215.48) and perquisite value of ESOP arising on exercise of Employee Stock Option aggregating to ` 773.28 (March 31, 2018: ` 156.51) (Not charged to Profit and Loss account in earlier years).






33. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE ExTENT NOT PROVIDED FOR)

Particulars As at


March 31, 2018 A. Contingent Liabilities (for pending litigations)

Claims against the Company not acknowledged as debts (Refer Note 33.1 below)- Demand raised by sales tax authorities 2.66 3.89 - Demand raised by income tax authorities 2.70 1.92 - Contribution to provident fund under the Employee ProvidentFund and Miscellaneous Provisions Act, 1952 (Refer Note 33.4below)

- -

B. CommitmentsEstimated amount of contracts remaining to be executed on tangible assets and not provided for (net of advances) (Refer Note 33.2 below)

3.90 15.36

Notes:

33.1 No provision is considered necessary since the Company expects favourable decisions.

33.2 Apart from the commitments disclosed above, the Company has no financial commitments other than those in the nature of regular business operations.

33.3 The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

33.4 Based upon the legal opinion obtained by the management, there are various interpretation issues and thus the Company is in the process of evaluating the impact of the recent Supreme Court Judgment in the case of “Vivekananda Vidyamandir vs. Regional Provident Fund Commissioner (II), West Bengal in relation to non-exclusion of certain allowances from the definition of “basis wages” of the relevant employees for the purpose of determining contribution to provident fund under the Employees Provident Fund and Miscellaneous provisions Act, 1952.

33.5 There are no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

34. SEGMENT REPORTING

The Company is primarily engaged in the business of manufacturing of women apparels. Accordingly, the Company views its business activities as one business segment, therefore there are no separate reportable segments as per Indian Accounting Standard (Ind AS ) 108 - “Operating Segments”.

Geographic wise details of Revenue from operations:



March 31, 2018 Within India 11,419.36 9,970.98 Outside India 59.38 38.21

Geographic wise details of non-current assets*:

Particulars As at


March 31, 2018 Within India 677.56 671.56 Outside India - -

* Non-current assets excludes other financial assets, deferred tax assets and tax assets.

There is no single customer who contributes 10% or more to the Company’s revenue for the years ended March 31, 2019 and March 31, 2018.



35. LEASES

The Company has entered into operating lease arrangements for office premises, warehouses and stores with lease terms of between 1 to 5 years. The details of future minimum lease payments under non-cancellable leases are given below:

ParticularsAs at


March 31, 2018 Future minimum lease payments under non-cancellable leases

not later than one year 1,241.50 986.08 later than one year and not later than five years 4,113.49 3,257.42

later than five years - -Lease payments recognised in the Statement of Profit and Loss for the year ended (Refer Note 31)

1,099.43 938.39

36. EARNINGS PER SHARE (‘EPS’)



March 31, 2018 Basic earnings per shareProfit for the year (A) 1,314.35 980.97 Weighted average number of equity shares of ` 2 each (No. in millions)*

60.33 55.91

Add: Effect of share based payment (No. in millions) 2.31 4.31 Add: Effect of Convertible Redeemable Debentures (No. in millions) 0.10 0.65 Weighted average number of equity shares of ` 2 each - for Basic EPS (No. in millions)* (B)

62.74 60.87

Basic earnings per share (C=A/B) 20.95 16.12 Diluted earnings per shareProfit for the year (A) 1,314.35 980.97 Weighted average number of equity shares of ` 2 each for Basic EPS (No. in millions)*

62.74 60.87

Add: Effect of share based payment (No. in millions) 1.07 3.00 Weighted average number of equity shares of ` 2 each - for Diluted EPS (No. in millions)* (B)

63.81 63.87

Diluted earnings per share (C=A/B) 20.60 15.36

* Refer Note 15(e) for change in face value

37. EMPLOYEE BENEFIT PLANS

i) Defined Contribution Plan

The Company’s contribution to Provident Fund for the year ended March 31, 2019 ` 57.70 (for the year endedMarch 31, 2018 : ` 44.65) has been recognised in the Statement of Profit and Loss under the head employeebenefits expense.

ii) Defined Benefit Plan:

Gratuity

a) The Company offers its employees unfunded defined-benefit plans in the form of a gratuity scheme.Benefits under the unfunded defined benefit plans are based on years of service and the employee’scompensation (immediately before retirement). Benefits payable to eligible employees of the Company withrespect to gratuity, a defined benefit plan is accounted for on the basis of an actuarial valuation as at thebalance sheet date.




b) This plan typically exposes the Company to actuarial risks such as: interest rate risk, longevity risk andsalary risk.

Interest risk

The plan exposes the Company to the risk off all in interest rates. A fall in interest rates will result in anincrease in the ultimate cost of providing the above benefit and will thus result in an increase in the valueof the liability.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of themortality of plan participants both during and after their employment. An increase in the life expectancyof the plan participants will increase the plan’s liability.

Liquidity Risk

This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due tonon availability of enough cash/cash equivalent to meet the liabilities or holding of illiquid assets not beingsold in time.

Demographic Risk

The Company has used certain mortality and attrition assumptions in valuation of the liability. The Companyis exposed to the risk of actual experience turning out to be worse compared to the assumption.

Salary Escalation risk:

The present value of the defined benefit plan liability is calculated by reference to the future salariesof plan participants. As such, an increase in the salary of the plan participants will increase the plan’sliability.

Regulatory Risk

Gratuity benefit is paid inaccordance with the requirements of the Payment of Gratuity Act,1972 (asamended from time to time). There is a risk of change in regulations requiring higher gratuity payouts(e.g.Increase in the maximum limit on gratuity of ` 20,00,000).

c) Significant Actuarial Assumptions

The significant actuarial assumptions used for the purposes of the actuarial valuations were as follows:

Particulars

Valuation As at


March 31, 2018 a) Discount rate(s) 7.70% p.a. 7.50% p.a.b) Expected rate(s) of salary increase 8.00% 8.00%c) Mortality table used IALM(2006-08) IALM(2006-08)d) Attrition rate

Below 30 years 3.00% 3.00%Ages 31-44 years 2.00% 2.00%Ages 44 and above 1.00% 1.00%

The discount rate is based on prevailing market yields of Government of India bonds as at the balance sheet date for the expected term of obligations.

The estimates of future salary increases considered, takes into account the inflation, seniority, promotions and other relevant factors, such as supply and demand in the employment market.




d) The following tables sets out the status of the defined benefit scheme in respect of gratuity and amountrecognised in the Ind AS Financial Statements:

Particulars

Valuation As at


March 31, 2018 I. Amounts recognised in profit or loss in respect of gratuity

are as follows:a) Current Service Cost 19.96 12.04 b) Past service cost and (gains)/losses from settlements - -c) Net interest expense 3.86 2.40 Components of defined benefit costs recognised in profit or loss

23.82 14.44

Remeasurement on the net defined benefit liabilitya) Actuarial (gains)/loss arising form changes in

financial assumptions (2.51) 7.16

b) Actuarial (gains)/loss arising form changes indemographic assumptions

- -

c) Actuarial (gains)/loss arising form experienceadjustments

(3.45) (2.12)

Components of defined benefit costs recognised in other comprehensive income

(5.96) 5.04

Total 17.86 19.48

The current service cost and the net interest expense for the year are included in the ‘Employee benefits expense’ line item in the Statement of Profit and Loss and the remeasurement of the net defined benefit liability is included in ‘Other comprehensive income’.

II. Net Asset/(Liability) recognised in the Balance Sheeta) Present value of defined benefit obligation 68.59 51.55 b) Fair value of plan assets - -c) Surplus/(Deficit) 68.59 51.55 d) Current portion of the above 1.05 0.72 e) Non current portion of the above 67.54 50.83

III. Change in the obligation during the year

Particulars For the year ended March 31, 2019


Present value of defined benefit obligation at the beginning of the year

51.55 32.07

Expenses Recognised in Profit and Loss Account- Current Service Cost 19.96 12.04 - Past Service Cost - -- Interest Expense (Income) 3.86 2.40

Recognised in Other Comprehensive IncomeRemeasurement gains / (losses)

- Actuarial Gain (Loss) arising from:i. Financial Assumptions (2.51) 7.16 ii. Demographic Assumptions - -iii. Experience Adjustments (3.45) (2.12)

Benefit payments (0.82) - Present value of defined benefit obligations at the end of the year

68.59 51.55




e) Sensitivity for significant actuarial assumption is computed by varying one actuarial assumption used forthe valuation of the defined benefit obligation, keeping all other actuarial assumptions constant:

Principal assumption Changes in assumption

Valuation of Defined benefit obligationIncrease in

assumptionDecrease in assumption

i) Discount rateAs at March 31, 2019 1% 57.62 82.39 As at March 31, 2018 1% 43.22 62.06

ii) Salary growth rateAs at March 31, 2019 1% 82.21 57.55 As at March 31, 2018 1% 61.90 43.19

iii) Rate of employee turnoverAs at March 31, 2019 50% 67.55 69.70 As at March 31, 2018 50% 50.60 52.60

iv) Mortality RateAs at March 31, 2019 10% 68.59 68.57 As at March 31, 2018 10% 51.55 51.57

Notes:

i) The above sensitivity analyses are based on a change in an assumption while holding all other assumptionsconstant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated.When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the samemethod (present value of the defined benefit obligation calculated with the projected unit credit method at theend of the reporting period) has been applied as when calculating the defined benefit liability recognised in theBalance sheet.

ii) The methods and types of assumptions used in preparing the sensitivity analyses did not change compared toprevious period.

38. RELATED PARTY TRANSACTIONS AND BALANCES

a. Names of related parties and related party relationships

l. Subsidiary company

TCNS Aure Clothing Private Limited (up to August 12, 2017)

ll. Key management personnel

Mr. Onkar Singh Pasricha, Director

Mr. Naresh Patwari, Director

Mr. Bhaskar Pramanik, Director (w.e.f. December 14, 2017)

Ms. Neeru Abrol, Director (w.e.f. December 14, 2017)

Ms. Sangeeta Talwar, Director (w.e.f. December 14, 2017)

Mr. Arvinder Singh Pasricha, Director (Till February 02, 2018)

Mr. Anant Kumar Daga, Managing Director

Mr. Venkatesh Tarakkad, Chief Financial Officer (w.e.f. May 15, 2017)

Mr. Piyush Asija, Company Secretary

lll. Relatives of key management personnel

Mr. Saranpreet Singh Pasricha (Son of Mr. Onkar Singh Pasricha)

Mr. Arvinder Singh Pasricha (Brother of Mr. Onkar Singh Pasricha)




lV. Companies under the significant influence of key management personnel TCNS Limited

V. Company having significant influence over the Company

Wagner Limited

b. Related party transactions

Particulars

Valuation For the year ended


March 31, 2018 Transactions during the yearPurchase of goods- TCNS Limited - 0.51

Rent and hire charges- TCNS Limited 0.13 0.11

Fabrication charges- TCNS Limited 341.57 392.15

Issue of Convertible Redeemable DebenturesKey management personnel

- Mr. Onkar Singh Pasricha - 121.14

Relatives of key management personnel

- Mr. Arvinder Singh Pasricha - 121.14

Issue of Equity SharesKey management personnel

- Mr. Onkar Singh Pasricha 121.14 -

Relatives of key management personnel

- Mr. Arvinder Singh Pasricha 121.14 -

c. Related party outstanding balances

Particulars

Valuation As at


March 31, 2018 Trade payables- TCNS Limited 49.68 80.40

- KMPs 8.65 8.00

Advance given- TCNS Limited - 1.00

Convertible Redeemable DebentureKey management personnel / Individual having significant influence over the Company

- Mr. Onkar Singh Pasricha - 121.14

Relatives of key management personnel / Individual having significant influence over the Company

- Mr. Arvinder Singh Pasricha - 121.14




d. Compensation of Key Management Personnel

The related Party transactions with above Key Management Personnel comprising Directors, Chief FinancialOfficer and relative of Key Management Personnel are as follows:

Particulars

Valuation For the year ended


March 31, 2018 Short-term benefits** 41.48 39.75

Post-employment benefits 0.73 1.03

Share-based payments* 95.81 149.03

Sitting fees 3.60 0.55

Total 141.62 190.36

* This amount does not include the perquisite value of stock options exercised during the year.

** Amount for an expense of gratuity and compensated absences is taken on actuarial basis.

39. FINANCIAL INSTRuMENTS

39.1 Capital Management

The Company’s objective when managing capital is to safeguard its ability to continue as going concern so that the Company is able to provide maximum return to stakeholders and benefits for other stakeholders; and maintain an optimal capital structure to reduce the cost of capital.

The capital structure of the Company consists of total equity (Refer Note 15, 16 and 17) and net debt (Refer Note 18 and 19).

The Company’s risk management committee reviews the capital structure on a regular basis. As part of this review, the committee considers the cost of capital, risks associated with each class of capital.

Gearing Ratio

Particulars

ValuationAs at


March 31, 2018 Debt [Refer Note (i)] 2.18 2.70

Less: cash and bank balances 230.87 490.84

Net Debt (I) (228.69) (488.14)Total equity (II) 6,185.61 4,314.68 Net debt to equity ratio (I/II) [Refer Note (ii)] 0% 0%

Note:

(i) Debt is defined as long-term and short-term borrowing including current maturities of long-termborrowings.

(ii) Net debt to equity ratio is restricted to zero percentage wherever cash and bank balances are more thandebt.

39.2 Categories of financial instruments

ParticularsAs at


March 31, 2018 Financial assets Measured at fair value through profit or loss (FVTPL) (mandatorily measured)(a) Investments in Mutual Funds 1,166.52 -

(b) Investments in Unit Linked Insurance Plans (ULIP) - 20.77

(c) Investments in debentures or bonds 211.00 -




ParticularsAs at


March 31, 2018 Measured at amortised cost (a) Trade receivables 1,807.25 1,570.50

(b) Cash and cash equivalents 215.63 366.93

(c) Other bank balances 15.24 123.91

(d) Other financial assets 510.04 398.72

Financial liabilities Measured at amortised cost (a) Borrowings (including current maturities of long-term

borrowings)2.18 2.70

(b) Trade payables 1,149.97 1,144.32

(c) Other financial liabilities (excluding current maturities oflong-term borrowings)

137.14 127.19

At the end of the reporting period, there are no significant concentrations of credit risk for financial assets designated at FVTPL. The carrying amount reflected above represents the Company’s maximum exposure to credit risk for such Financial assets.

39.3 Financial risk management objectives

While ensuring liquidity is sufficient to meet Company’s operational requirements, the Company’s risk management committee also monitors and manages key financial risks relating to the operations of the Company by analysing exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest risk and price risk), credit risk and liquidity risk.

39.3.1 Market Risk

Market risk is the risk or uncertainty arising from possible market price movements and their impact on the future performance of a business. There are no material market risk affecting the financial position of the Company.

39.3.1.1 Currency Risk

Currency risk is the risk or uncertainty arising from possible currency movements and their impact on the future cash flows of a business. There are no material market risk affecting the financial position of the Company.

39.3.1.2 Interest Risk

Interest risk is the risk or uncertainty arising from possible interest rate movements and their impact on the future obligations or cash flows of a business. There are no material market risk affecting the financial position of the Company.

39.3.1.3 Price Risk

Price risk is the risk or uncertainty arising from possible raw material price movements and their impact on the future performance of a business. There are no material market risk affecting the financial position of the Company.

39.3.1.4 Foreign currency risk management

The Company undertakes transactions denominated in different foreign currencies and consequently exposed to exchange rate fluctuations.

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the year are as follows.

(` in million)

Particulars

Liabilities (INR) Assets (INR) As at




March 31, 2018 USD - - 11.69 -




Foreign currency sensitivity analysis

The Company is principally exposed to foreign currency risk against USD. Sensitivity of profit or loss arises mainly from USD denominated receivables.

The following table details the Company’s sensitivity to a 10% increase and decrease in the INR against the relevant outstanding foreign currency denominated monetary items. 10% sensitivity indicates management’s assessment of the reasonable possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit or equity where Rupee appreciates 10% against the relevant currency. A negative number below indicates a decrease in profit or equity where the Rupee depreciates 10% against the relevant currency.

(` in million)



INR strengthens by 10%

INR weakening by 10%

INR strengthens by 10%

INR weakening by 10%

Profit or (loss) (1.17) 1.17 - -

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

39.3.2 Credit risk management

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and other financial instruments.

The concentration of credit risk in relation to trade receivables is high considering the number of customers having more than 5% of outstanding trade receivables as mentioned in Note 12. Credit risk has always been monitored and managed by the Company through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.

Bank balances are held with reputed and credit worthy banking institutions.

Financial instrument and cash deposit

Credit risk is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investments in unit linked insurance plan. Counterparty credit limits are reviewed by the Company periodically and the limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

39.3.3 Liquidity risk management

The Company manages liquidity risk by maintaining sufficient cash and cash equivalents including bank deposits and availability of funding through an adequate amount of committed credit facilities to meet the obligations when due. Management monitors rolling forecasts of liquidity position and cash and cash equivalents on the basis of expected cash flows. In addition, liquidity management also involves projecting cash flows considering level of liquid assets necessary to meet obligations by matching the maturity profiles of financial assets & liabilities and monitoring balance sheet liquidity ratios.

The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The information included in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. The contractual maturity is based on the earliest date on which the Company may be required to pay.




Particulars

Weighted average effective interest rate(%)

Less 1 month

1 month -1 year

1 year – 3 years

More than 3 years Total

Carrying Amount

As at March 31, 2019 Non-Interest bearing Trade payables - 498.08 651.89 - - 1,149.97 1,149.97 Other financial liabilities - - 23.94 - - 23.94 23.94 Variable Interest rate instruments Vehicle Loans 10.50% - 2.18 - - 2.18 2.18 Cash Credit 11.10% - - - - - -Fixed Interest rate instruments Security deposits received 8.70% - 52.85 72.57 - 125.42 113.20 Total - 1,228.94 72.57 - 1,301.51 1,289.29

As at March 31, 2018 Non-Interest bearing Trade payables - 346.20 798.12 - - 1,144.32 1,144.32 Other financial liabilities - - 22.21 - - 22.21 22.21 Variable Interest rate instruments Vehicle Loans 10.50% - 0.48 2.18 - 2.66 2.66 Cash Credit 11.10% 0.04 - - - 0.04 0.04 Fixed Interest rate instruments Security deposits received 8.70% - 45.83 68.64 - 114.47 104.98 Total 0.04 1,212.84 70.82 - 1,283.70 1,274.21

Further table below set out the detail of additional undrawn facility that the Company has at its disposal to further reduce liquidity risk:

Particulars As at March 31, 2019


Undrawn cash credit limit 303.45 50.00 Undrawn overdue limit 0 99.96

39.3.4 Fair value measurement

This note provides information about how the Company determines fair values of various financial assets.

Fair value of the Company’s financial assets and financial liabilities that are measured at fair value on recurring basis:

Financial assets / Financial liabilities

Fair values Fair value hierarchy

Valuation technique(s) and key input(s)



Investments in Equity Instruments

1,166.52 - Level 2 Net Asset Value (NAV) declared by Asset Management Company

Investments in debentures

211.00 - Level 2 Net Asset Value (NAV) declared by Asset Management Company

Investments in Unit Linked Insurance Plan

- 20.77 Level 2 Net Asset Value (NAV) declared by Asset Management Company

39.3.5 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

Management considers that the carrying amounts of financial assets and financial liabilities recognised in the financial statements except as per note 39.3.4 approximate their fair values.




40. SHARE-BASED PAYMENT OF THE COMPANY

40.1 Employee share option plan (Refer Note 40.2 below)

40.1.1 TCNS ESOP Scheme 2014 - 2017

40.1.1.1 TCNS Employee Stock Option Plan 2014 (“the 2014 Plan”):

The Company had instituted the 2014 Plan, which was approved by the Board of Directors on July 1, 2014 which was further amended vide special resolution passed in extra ordinary general meeting held on March 16, 2015. The 2014 Plan provides for grant of stock options aggregating not more than 6,900,000 number of issued equity shares of the Company to eligible employees of the Company. The 2014 Plan is administered by the Compensation Committee appointed by the Board of Directors. Under the plan, the employees receive shares of the Company upon completion of vesting conditions. Vesting period ranges from one to four years and options can be exercised within 10 years from vesting date. As per the 2014 plan, the exercise price in respect of the options shall be such prices as decided by the Compensation Committee. However, the Exercise shall not be lower than nominal par value of the shares appearing in the Company’s books of account. Refer Note 41 for change in assumptions on modification from cash settled to equity settled.

Employee stock options details are as follows:

Particulars



Number of options

(in millions)

Weighted average

exercise price (` per share)

Number of options

(in millions)

Weighted average


Option outstanding at the beginning of the year

1.81 76.00 2.56 77.15

Option granted during the year: - - - -Options exercised during the year: 1.78 76.00 0.75 80.00 Options lapsed during the year: - - - -Options outstanding at the end of the year:

0.03 76.00 1.81 76.00

- Vested 0.03 76.00 1.81 76.00 - Balance to be vested - - - Weighted average remaining contractual life for options outstanding

7.33 years 8.33 years

Grant date share price 261.28 261.28 Exercise price 76.00 76.00

The fair value of stock options was determined using the Black Scholes option pricing model with following assumptions:

Expected volatility* 49.26%-49.39% 49.26%-49.39%Option life (Expected) 1.88-2.59 1.88-2.59 Dividend yield - -Risk-free interest rate 6.85%-6.87% 6.85%-6.87%Option pricing model used Black-scholes

model Black-scholes

model

* Based on historical volatility of comparable companies over periods corresponding to the remaining lifeof the respective options.




40.1.1.2 TCNS Senior Management Stock Option Plan 2015:

The Company had instituted the TCNS Senior Management Stock Option Plan 2015, which was approved by the Board of Directors on November 19, 2015. The TCNS Senior Management Stock Option Plan 2015 provides for grant of stock options aggregating not more than 3,975,000 of number of issued equity shares of the Company to eligible employees of the Company. The TCNS Senior Management Stock Option Plan 2015 is administered by the Compensation Committee appointed by the Board of Directors. Under the plan, the employees receive shares of the Company upon completion of vesting conditions such as rendering of services across vesting period. Vesting period ranges from one to two years and options can be exercised within 10 years from vesting date. As per the TCNS Senior Management Stock Option Plan 2015, the exercise price in respect of the options shall be such price as decided by the Compensation Committee. However, the exercise price shall not be lower than nominal par value of the shares as appearing in the Company’s books of account. Refer Note 41 for change in assumptions on modification from cash settled to equity settled.

Particulars



Number of options

(in millions)

Weighted average


Number of options

(in millions)

Weighted average



3.80 100 3.80 100

Option granted during the year - - - -Options exercised during the year 2.50 100 - -Options lapsed during the year - - - -Options outstanding at the end of the year:

1.30 100 3.80 100

- Vested 1.30 100 1.93 100 - Balance to be vested - - 1.87 100 Weighted average exercise price per option

100 100

Weighted average remaining contractual life for options outstanding


Range of Exercise Price 100.00 100.00 Grant date share price (Weighted average)

261.28 261.28

Weighted average fair value of options granted during the year

176.42 176.42

Exercise price 100.00 100.00 The fair value of stock options was determined using the Black Scholes option pricing model with following assumptions:Expected volatility* 49.26%-49.39% 49.26%-49.39%Option life (Expected) 2-2.63 2-2.63Dividend yield - -Risk-free interest rate 6.85%-6.87% 6.85%-6.87%Option pricing model used Black-scholes

model Black-scholes

model





40.1.1.3 TCNS Senior Executive Stock Option Plan 2015:

The Company had instituted the TCNS Senior Executive Stock Option Plan 2015, which was approved by the Board of Directors on November 19, 2015. The TCNS Senior Executive Stock Option Plan 2015 provides for grant of stock options aggregating not more than 200,000 of number of issued equity shares of the Company to eligible employees of the Company. The TCNS Senior Executive Stock Option Plan 2015 is administered by the Compensation Committee appointed by the Board of Directors. Under the plan, the employees receive shares of the Company upon completion of vesting conditions such as rendering of services across vesting period. Vesting period ranges from one to two years and options can be exercised within 10 years from vesting date. As per the TCNS Senior Executive Stock Option Plan 2015, the exercise price in respect of the options shall be such price as decided by the Compensation Committee. However, the exercise price shall not be lower than nominal par value of the shares as appearing in the Company’s books of account. Refer Note 41 for change in assumptions on modification from cash settled to equity settled.

Particulars



Number of options (in

millions)

Weighted average


Number of options

(in millions)

Weighted average



0.20 100 0.20 100

Option granted during the year - - - -Options exercised during the year 0.02 100 - -Options lapsed during the year - - - -Options outstanding at the end of the year:

0.18 100 0.20 100

- Vested 0.18 100 0.11 100 - Balance to be vested - - 0.09 100 Weighted average exercise price per option

100 100



Range of Exercise Price 100.00 100.00 Grant date share price 261.28 261.28 Weighted average fair value of options granted during the year

176.42 176.42

Exercise price 100.00 100.00


Expected volatility* 49.39% 49.39%Option life (Expected) 1.77-2 1.77-2 Dividend yield - -Risk-free interest rate 6.85% 6.85%Option pricing model used Black-scholes

model Black-scholes

model




40.1.1.4 TCNS Employee Stock Option Plan 2015:

The Company had instituted the TCNS Employee Stock Option Plan 2015, which was approved by the Board of Directors on June 27, 2017. The TCNS Employee Stock Option Plan 2015 provides for grant of stock options aggregating not more than 600,000 of number of issued equity shares of the Company to eligible employees of the Company. The TCNS Employee Stock Option Plan 2015 is administered by the Compensation Committee appointed by the Board of Directors. Under the plan, the employees receive shares of the Company upon completion of vesting conditions such as rendering of services across vesting period. Vesting period ranges from one to four years and options can be exercised within 10 years from vesting date, or such other period as may be determined by the Compensation Committee in this regard. As per the TCNS Employee Stock Option Plan 2015, the Exercise Price in respect of the Options shall be such price as decided by the Compensation Committee. However, the Exercise price shall not be lower than nominal par value of the Shares as appearing in the Company’s books of account.

Particulars



Number of options

(in millions)

Weighted average


Number of options

(in millions)

Weighted average



0.60 300 - -

Option granted during the year - - 0.60 300 Options exercised during the year 0.01 300 - -Options lapsed during the year 0.03 300 - -Options outstanding at the end of the year:

0.56 300 0.60 300

- Vested 0.14 300 - -- Balance to be vested 0.42 300 0.60 300 Weighted average exercise price per option

100 100




117.56 117.56



Expected volatility* 45.83% 45.83%Option life (Expected) 5.00 5.00 Dividend yield - -Risk-free interest rate 6.68% 6.68%Option pricing model used







The Company had instituted the TCNS Employee Stock Option Plan 2017, which was approved by the Board of Directors on June 27, 2017. The TCNS Employee Stock Option Plan 2017 provides for grant of stock options aggregating not more than 107,500 of number of issued equity shares of the Company to eligible employees of the Company. The TCNS Employee Stock Option Plan 2017 is administered by the Compensation Committee appointed by the Board of Directors. Under the plan, the employees receive shares of the Company upon completion of vesting conditions such as rendering of services across vesting period. Vesting period ranges from one to two years and options can be exercised within 10 years from vesting date, or such other period as may be determined by the Compensation Committee in this regard. As per the TCNS Employee Stock Option Plan 2017, the Exercise Price in respect of the Options shall be such price as decided by the Compensation Committee. However, the Exercise shall not be lower than nominal par value of the Shares as appearing in the Company’s books of account.

Particulars



Number of options

(in millions)

Weighted average


Number of options

(in millions)

Weighted average



0.11 300.00 - -

Option granted during the year - - 0.11 300.00 Options exercised during the year - - - -Options lapsed during the year - - - -Options outstanding at the end of the year:

0.11 300.00 0.11 300.00

- Vested 0.05 300.00 - -- Balance to be vested 0.06 300.00 0.11 300.00 Weighted average exercise price per option

300.00 300.00




117.74 117.74



Expected volatility* 45.83% 45.83%Option life (Expected) 5.00 5.00 Dividend yield - -Risk-free interest rate 6.68% 6.68%Option pricing model used





The Company had instituted the TCNS Employee Stock Option Plan 2018, which was approved by the Board of Directors on May 28, 2018. The TCNS Employee Stock Option Plan 2018 provides for grant of stock options aggregating not more than 62,500 of number of issued equity shares of the Company to eligible employees of the Company. The TCNS Employee Stock Option Plan 2018 is administered by the Compensation Committee appointed by the Board of Directors. Under the plan, the employees receive shares of the Company upon completion of vesting conditions such as rendering of services across vesting period. Vesting period ranges from one to two years and options can be exercised within 10 years from vesting date, or such other period as may be determined by the Compensation Committee in this regard. As per the TCNS Employee Stock Option Plan 2018, the Exercise Price in respect of the Options shall be such price as decided by the Compensation Committee. However, the Exercise shall not be lower than nominal par value of the Shares as appearing in the Company’s books of account.

Particulars



millions)

Weighted average


Option outstanding at the beginning of the year - -Option granted during the year 0.06 372.00 Options exercised during the year - -Options lapsed during the year - -Options outstanding at the end of the year: 0.06 372.00 - Vested - - Balance to be vested 0.06 372.00 Weighted average exercise price per option 372.00 Weighted average remaining contractual life for options outstanding 4.16 years Range of Exercise Price 372.00 Grant date share price 288.68 Weighted average fair value of options granted during the year 122.89 Exercise price 372.00


Expected volatility* 45.17%Option life (Expected) 5.00 Dividend yield - Risk-free interest rate 7.76%






40.1.2 TCNS ESOP Scheme 2018 - 2023

The Company had instituted the TCNS ESOP Scheme 2018 - 2023, which was approved by the Board of Directors on February 02, 2018. The TCNS ESOP Scheme 2018 provides for grant of stock options aggregating not more than 6,467,817 number of equity shares of the Company to eligible employees of the Company. The TCNS Employee Stock Option Plan scheme 2018-2023 is administered by the Nomination and Remuneration Committee appointed by the Board of Directors. Under the plan, the employees receive shares of the Company upon completion of specific vesting conditions based on specific events. Vesting period ranges from one to five years and options can be exercised within 10 years from grant date, or such other period as may be determined by the Nomination and Remuneration Committee in this regard. As per the ESOP Scheme, the Exercise Price in respect of the each option shall be ` 373.26 per share.

Particulars




millions)

Weighted average



millions)

Weighted average



5.07 373.26 - -

Option granted during the year - - 5.07 373.26 Options exercised during the year - - - -Options lapsed during the year - - - -Options outstanding at the end of the year: 5.07 373.26 5.07 373.26 - Vested 1.03 373.26 - -- Balance to be vested 4.04 373.26 5.07 373.26 Weighted average exercise price per option 373.26 373.26 Weighted average remaining contractual life for options outstanding



76.26 76.26



Expected volatility* 44.28% 44.28%Option life (Expected) 2.75 2.75 Dividend yield - -Risk-free interest rate 7.16% 7.16%Option pricing model used Black-scholes

model

* Based on historical volatility of comparable companies over periods corresponding to the remaining life of therespective options.

40.2 The Company has changed the face value of its equity shares from ` 1 per equity share to ` 2 per equity share on January 5, 2018. For the purpose of above disclosure, the number of equity shares and options have been considered based on face value of ` 2 per equity share.




41. MODIFICATION TO EMPLOYEE SHARE OPTION PLAN

As per original terms of Company’s ESOP Plans (TCNS Employee Stock Option Plan 2014, TCNS Senior Management Stock Option Plan 2015, TCNS Senior Executive Stock Option Plan 2015 and TCNS Employee Stock Option plan 2015), it required (i) compulsorily buy out the ESOPs that have vested in the ESOP Holders/ any shares allotted to the ESOP Holders upon the exercise of the vested ESOPs and (ii) provide cash payment to the ESOP holders. Subsequently, based on release deed entered on 12 August, 2016, the terms of the ESOP plans were modified and based on modified terms the share options have been converted from cash payment option/compulsorily buy out to equity settled options. The incremental fair value impact due to modification is ` 318.76 (out of which ` 199.63 is recognised immediately for the vested options and ` 119.13 is recognised over the balance vesting period for the options to be vested in future).

TCNS Employee Stock Option Plan 2014:

Particulars Before modification After modificationModification date option price 225.34 261.28 Expected volatility 49.26%-49.39% 49.39%Option life 1.88-2.59 years 2 years Dividend yield - -Risk-free interest rate 6.85%-6.87% 6.85%Option pricing model used Black-Scholes model Black-Scholes model

TCNS Senior Management Stock Option Plan 2015:

Particulars Before modification After modificationModification date option price 225.34 261.28 Expected volatility 49.26% 49.39%Option life 2.63 years 2 years Dividend yield - -Risk-free interest rate 6.87% 6.85%Option pricing model used Black-Scholes model Black-Scholes model

TCNS Senior Executive Stock Option Plan 2015:

Particulars Before modification After modificationModification date option price 225.34 261.28 Expected volatility 49.39% 49.39%Option life 1.77 years 2 years Dividend yield - -Risk-free interest rate 6.85% 6.85%Option pricing model used Black-Scholes model Black-Scholes model

42. The Company had granted stock options to its employees, in earlier years, under TCNS Employees Stock OptionsPlan 2014, TCNS Senior Management Stock option Plan 2015 and TCNS Senior Executive Stock Option Plan2015 which were duly approved by the shareholders in extra-ordinary general meeting held on July 01, 2014,November 19, 2015 and November 19, 2015 respectively. These stocks options were granted when the Companywas a private limited Company and accordingly provision of section 197 and 198 of the Companies Act, 2013 (the“Act”) were not applicable at the time when these stock options were granted. All the plans were consolidatedinto TCNS ESOP Scheme 2014-17, the clauses of which were in compliance with applicable Securities andExchange Board of India (SEBI) and SEBI (Listing Obligations and Disclosures Requirements) regulations,2015. The consolidated scheme was approved by the shareholders in extra-ordinary general meeting held onFebruary 02, 2018. The Company, in financial year 2018 became a public company. The Company has recognisedESOP charge aggregating to ` 573.30 million in its Statement of Profit and Loss in earlier years with respect toabove Employee Stock Option plans





During the current year, the Managing Director’s salary and benefits amounted to ` 24.14 million, (excluding perquisite value of exercised ESOPs). In addition, the managing director, in current year exercised 6,204,057 stock options (equivalent to 3,102,029 equity shares) granted to him under TCNS ESOP Scheme 2014-17 in the years ended March 31, 2015 and March 31, 2016 which resulted into a perquisite value of ` 595.74 million, under Income Tax Act, 1961. The management, supported by legal opinion, in current year, has considered the said perquisite value of the exercised stock options in computation of managerial remuneration under section 198 of the Companies Act. As a result, the managerial remuneration for the current year, aggregating to ` 619.88 million, exceeded the limits prescribed under Section 197 of the Act by ` 537.41 million. The Company is in the process of getting it approved at the ensuing meeting of the shareholders. As noted, the excess managerial remuneration above the prescribed limit is due to underlying stock option plans which were already approved by the shareholders in earlier years.

43. Effective from April 01, 2018, the Company has adopted Indian Accounting Standard (Ind AS) 115 ‘Revenue fromcontracts with customer’ using retrospective approach. Impact on the financial statements due to applicationof Ind AS 115 (which is mainly on account of Sale or Return basis arrangements) is as under:

Impact on Statement of Profit and Loss:

ParticularsFor the year ended

March 31, 2019 March 31, 2018 Net increase in revenue from operations 1,848.89 1,585.66 Net increase in selling and distribution expenses 1,848.89 1,585.66 Net impact on profit before tax - -

Impact on assets and liabilities:

ParticularsAs at

March 31, 2019As at

March 31, 2018Increase in trade receivables 110.51 174.21 Increase in other financial liabilities for expected returns -110.51 -174.21Decrease in inventories -45.02 -72.09Increase in other current assets for expected returns 45.02 72.09

44. APPROVAL OF IND AS FINANCIAL STATEMENTS

These Ind AS financial statements for the year ended March 31, 2019 were approved by the board of directors on May 28, 2019.






TCNS CLOTHING CO. LIMITEDCIN: L99999DL1997PLC090978

Regd Office: Unit No. 112, F/F Rectangle 1, D-4, Saket, District Centre New Delhi South Delhi DL 110017.Corporate Office: 119-127, W House, Mandi Road, New Manglapuri, Sultanpur, New Delhi-110030

e-mail: [email protected], Tel:011-42193193; Website: www.wforwoman.com

Attendance SlipName & Address of Member: ..................................................................................................................................................................................................................................................

Serial No: .........................................................................................................................................................................................................................................................................................................

I certify that I am a Member / Proxy for the Member holding ...................................................................................................................................... shares.

Please (√) in the box

Member Proxy

Name of the Proxy in Block Letters Signature of Member/Proxy attending

NOTES:

i) Member/Proxy attending the Annual General Meeting (AGM) must bring his/her Admission Slip whichshould be signed and deposited before entry into the meeting hall.

ii) Duplicate Admission Slip will not be issued at the venue.

I hereby record my presence at the 22nd ANNUAL GENERAL MEETING of the Company held on Monday, the 26th day of August, 2019 at Delhi Karnataka Sangha Auditorium, Rao Tularam Marg, Sec-12, R.K. Puram, New Delhi-110022.

Proxy Form(Pursuant to Section 105(6) of the Companies Act and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014)

22nd Annual General Meeting – August 26, 2019

Name of the member (s) : .............................................................................................................................................................................................................................................................

Registered address : ..............................................................................................................................................................................................................................................................

Email ID : ...............................................................................................................................................................................................................................................................

DP id : ................................................................................................................................................................................................................................................................

Folio No./ Client ID No. : .................................................................................................................................................................................................................................................................

I/We, being the member(s) of ............................................................................................................. Shares of the above named Company, hereby appoint:

S. No.

Name Address Email address

1 or failing him/ her2 or failing him/ her3 or failing him/ her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 22nd Annual General Meeting of the Company,

to be held on Monday, August 26, 2019, at 9:00 A.M. at Delhi Karnataka Sangha, Rao Tularam Marg, Sector 12, Rama Krishna Puram,

New Delhi, Delhi-110022 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No. ResolutionOrdinary Business(es)1 To receive, consider and adopt the Audited Financial Statements of the Company for the financial year

ended March 31, 2019, together with the Reports of the Board of Directors and Auditors thereon.2 To appoint a Director in place of Mr. Onkar Singh Pasricha (DIN: 00032290) who retires by rotation and

being eligible, offers himself for re-appointment.Special Business(es)3 Approval of Related Party Transactions4 Approval of Payment of Remuneration to Mr. Saranpreet Pasricha, Head (International Business)5 Approval for Remuneration of Mr. Anant Kumar Daga (DIN: 07604184), Managing Director of the company.6 Approval for Payment of Commission to Independent Directors7 Ratification of Pre- IPO TCNS ESOP Scheme 2014-178 Ratification of Pre-IPO TCNS ESOP Scheme 2018-239 Ratification of resolutions passed by the company for grant of options more than 1% of the issued capital to

specified employees under TCNS ESOP Scheme 2018-2310 Amendment in TCNS ESOP Scheme 2018-23

Signed this ............................................................................. day of ............................................................................. 2019

Signature of Member ........................................................................................................................................................................

Signature of Proxy holder(s) ......................................................................................................................................................

Note: This form of proxy, in order to be effective, should be duly stamped, completed, signed and deposited at the Registered

Office of the Company, either in person or through post, not later than 48 hours before the commencement of the Annual General

Meeting. Any undated, unstamped or inadequately stamped proxy form or upon which the stamps have not been cancelled shall

not be considered as valid.

Affix Revenue Stamp not less than

` 0.15

TCNS CLOTHING CO. LIMITEDCIN: L99999DL1997PLC090978

Regd Office: Unit No. 112, F/F Rectangle 1, D-4, Saket, District Centre New Delhi South Delhi DL 110017.Corporate Office: 119-127, W House, Mandi Road, New Manglapuri, Sultanpur, New Delhi-110030

e-mail: [email protected], Tel:011-42193193; Website: www.wforwoman.com

ELECTRONIC VOTING

Electronic voting (e voting) facility is being provided in respect of resolution proposed at the 22nd AGM, in accordance with section 108 of Companies Act, 2013 read with rule 20 of companies (Management and administration) rules, 2014. Please see note no. 26 of the Notice convening the AGM for the procedure with respect to e-voting.

Your e-voting user ID and password are provided below:

Electronic Voting Event Number (EVENT) No

User ID Password

Use your existing password

it's an SGA ods\llla creation I adsvita.com

TC

NS

Cloth

ing C

o. Ltd. | A

nn

ual R

eport 2

018

-19

www.wforwoman.com

Annual Report 2018-19